BXP, Inc. 10-Q

ITEM 1—Financial Statements. BXP, INC. CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for share and par value amounts) September 30, 2024 December 31, 2023 ASSETS Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 7,646,435 and $ 7,054,075 at September 30, 2024 and December 31, 2023, respectively) $ 27,557,824 $ 26,749,209 Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at September 30, 2024 and December 31, 2023, respectively) 372,896 401,680 Right of use assets - operating leases (amounts related to VIEs of $ 145,052 and $ 158,885 at September 30, 2024 and December 31, 2023, respectively) 339,804 324,298 Less: accumulated depreciation (amounts related to VIEs of $( 1,601,919 ) and $( 1,501,483 ) at September 30, 2024 and December 31, 2023, respectively) ( 7,369,545 ) ( 6,881,728 ) Total real estate 20,900,979 20,593,459 Cash and cash equivalents (amounts related to VIEs of $ 322,604 and $ 245,317 at September 30, 2024 and December 31, 2023, respectively) 1,420,475 1,531,477 Cash held in escrows (amounts related to VIEs of $ 5,032 and $ 22,160 at September 30, 2024 and December 31, 2023, respectively) 51,009 81,090 Investments in securities 39,186 36,337 Tenant and other receivables, net (amounts related to VIEs of $ 19,216 and $ 27,987 at September 30, 2024 and December 31, 2023, respectively) 99,706 122,407 Note receivable, net 3,937 1,714 Related party notes receivable, net 88,788 88,779 Sales-type lease receivable, net 14,429 13,704 Accrued rental income, net (amounts related to VIEs of $ 425,867 and $ 401,159 at September 30, 2024 and December 31, 2023, respectively) 1,438,492 1,355,212 Deferred charges, net (amounts related to VIEs of $ 201,947 and $ 175,383 at September 30, 2024 and December 31, 2023, respectively) 794,571 760,421 Prepaid expenses and other assets (amounts related to VIEs of $ 50,275 and $ 11,824 at September 30, 2024 and December 31, 2023, respectively) 132,078 64,230 Investments in unconsolidated joint ventures 1,421,886 1,377,319 Total assets $ 26,405,536 $ 26,026,149 LIABILITIES AND EQUITY Liabilities: Mortgage notes payable, net (amounts related to VIEs of $ 3,280,817 and $ 3,277,185 at September 30, 2024 and December 31, 2023, respectively) $ 4,275,155 $ 4,166,379 Unsecured senior notes, net 10,642,033 10,491,617 Unsecured line of credit — — Unsecured term loans, net 798,058 1,198,301 Unsecured commercial paper 500,000 — Lease liabilities - finance leases (amounts related to VIEs of $ 20,897 and $ 20,794 at September 30, 2024 and December 31, 2023, respectively) 373,260 417,961 Lease liabilities - operating leases (amounts related to VIEs of $ 154,637 and $ 145,826 at September 30, 2024 and December 31, 2023, respectively) 389,444 350,391 Accounts payable and accrued expenses (amounts related to VIEs of $ 120,092 and $ 59,667 at September 30, 2024 and December 31, 2023, respectively) 444,288 458,329 Dividends and distributions payable 172,191 171,176 Accrued interest payable 121,360 133,684 Other liabilities (amounts related to VIEs of $ 89,876 and $ 115,275 at September 30, 2024 and December 31, 2023, respectively) 407,441 445,947 Total liabilities 18,123,230 17,833,785 1 Table of Contents BXP, INC. CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for share and par value amounts) September 30, 2024 December 31, 2023 Commitments and contingencies (See Note 8) Redeemable deferred stock units— 132,930 and 119,471 units outstanding at redemption value at September 30, 2024 and December 31, 2023, respectively 10,696 8,383 Equity: Stockholders’ equity attributable to BXP, Inc.: Excess stock, $ 0.01 par value, 150,000,000 shares authorized, none issued or outstanding — — Preferred stock, $ 0.01 par value, 50,000,000 shares authorized, none issued or outstanding — — Common stock, $ 0.01 par value, 250,000,000 shares authorized, 158,058,798 and 157,019,766 issued and 157,979,898 and 156,940,866 outstanding at September 30, 2024 and December 31, 2023, respectively 1,580 1,569 Additional paid-in capital 6,822,489 6,715,149 Dividends in excess of earnings ( 1,035,710 ) ( 816,152 ) Treasury common stock at cost, 78,900 shares at September 30, 2024 and December 31, 2023 ( 2,722 ) ( 2,722 ) Accumulated other comprehensive loss ( 26,428 ) ( 21,147 ) Total stockholders’ equity attributable to BXP, Inc. 5,759,209 5,876,697 Noncontrolling interests: Common units of Boston Properties Limited Partnership 638,129 666,580 Property partnerships 1,874,272 1,640,704 Total equity 8,271,610 8,183,981 Total liabilities and equity $ 26,405,536 $ 26,026,149 The accompanying notes are an integral part of these consolidated financial statements. 2 Table of Contents BXP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited and in thousands, except for per share amounts) Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 Revenue Lease $ 799,471 $ 767,181 $ 2,378,616 $ 2,285,789 Parking and other 34,255 30,428 101,086 81,421 Hotel 15,082 13,484 38,080 35,554 Development and management services 6,770 9,284 19,276 28,122 Direct reimbursements of payroll and related costs from management services contracts 3,649 3,906 12,090 13,750 Total revenue 859,227 824,283 2,549,148 2,444,636 Expenses Operating Rental 327,897 300,192 963,480 882,536 Hotel 9,833 9,020 25,687 23,852 General and administrative 33,352 31,410 127,479 131,387 Payroll and related costs from management services contracts 3,649 3,906 12,090 13,750 Transaction costs 188 751 890 1,970 Depreciation and amortization 222,890 207,435 661,148 618,746 Total expenses 597,809 552,714 1,790,774 1,672,241 Other income (expense) Income (loss) from unconsolidated joint ventures ( 7,011 ) ( 247,556 ) 6,376 ( 261,793 ) Gains on sales of real estate 517 517 517 517 Interest and other income (loss) 14,430 20,715 39,747 48,999 Gains (losses) from investments in securities 2,198 ( 925 ) 4,785 2,311 Unrealized gain (loss) on non-real estate investment 94 ( 51 ) 548 332 Impairment loss — — ( 13,615 ) — Interest expense ( 163,194 ) ( 147,812 ) ( 474,727 ) ( 424,492 ) Net income (loss) 108,452 ( 103,543 ) 322,005 138,269 Net (income) loss attributable to noncontrolling interests Noncontrolling interests in property partnerships ( 15,237 ) ( 20,909 ) ( 50,283 ) ( 59,337 ) Noncontrolling interest—common units of the Operating Partnership ( 9,587 ) 12,626 ( 28,596 ) ( 8,642 ) Net income (loss) attributable to BXP, Inc. $ 83,628 $ ( 111,826 ) 243,126 70,290 Basic earnings per common share attributable to BXP, Inc. Net income (loss) $ 0.53 $ ( 0.71 ) $ 1.55 $ 0.45 Weighted average number of common shares outstanding 157,725 156,880 157,250 156,837 Diluted earnings per common share attributable to BXP, Inc. Net income (loss) $ 0.53 $ ( 0.71 ) $ 1.54 $ 0.45 Weighted average number of common and common equivalent shares outstanding 158,213 156,880 157,547 157,177 The accompanying notes are an integral part of these consolidated financial statements. 3 Table of Contents BXP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited and in thousands) Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 Net income (loss) $ 108,452 $ ( 103,543 ) $ 322,005 $ 138,269 Other comprehensive income (loss): Effective portion of interest rate contracts ( 32,263 ) 5,459 ( 14,976 ) 13,886 Amortization of interest rate contracts (1) 3,077 1,677 9,518 5,026 Other comprehensive income (loss) ( 29,186 ) 7,136 ( 5,458 ) 18,912 Comprehensive income (loss) 79,266 ( 96,407 ) 316,547 157,181 Net income attributable to noncontrolling interests ( 24,824 ) ( 8,283 ) ( 78,879 ) ( 67,979 ) Other comprehensive (income) loss attributable to noncontrolling interests 2,913 ( 864 ) 177 ( 2,327 ) Comprehensive income (loss) attributable to BXP, Inc. $ 57,355 $ ( 105,554 ) $ 237,845 $ 86,875 _______________ (1) Amounts reclassified from comprehensive income primarily to interest expense within BXP, Inc.’s Consolidated Statements of Operations . The accompanying notes are an integral part of these consolidated financial statements. 4 Table of Contents BXP, INC. CONSOLIDATED STATEMENTS OF EQUITY (unaudited and in thousands) Common Stock Additional Paid-in Capital Dividends in Excess of Earnings Treasury Stock, at cost Accumulated Other Comprehensive Loss Noncontrolling Interests - Common Units Noncontrolling Interests - Property Partnerships Total Shares Amount Equity, June 30, 2024 157,098 $ 1,571 $ 6,768,686 $ ( 964,518 ) $ ( 2,722 ) $ ( 155 ) $ 677,789 $ 1,801,676 $ 8,282,327 Redemption of operating partnership units to common stock 875 9 30,983 — — — ( 30,992 ) — — Allocated net income for the period — — — 83,628 — — 9,587 15,237 108,452 Dividends/distributions declared — — — ( 154,820 ) — — ( 17,986 ) — ( 172,806 ) Shares issued pursuant to stock purchase plan 9 — 541 — — — — — 541 Net activity from stock option and incentive plan ( 2 ) — ( 1,773 ) — — — 3,225 — 1,452 Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — 23,615 — — — — 72,109 95,724 Distributions to noncontrolling interests in property partnerships — — — — — — — ( 14,894 ) ( 14,894 ) Effective portion of interest rate contracts — — — — — ( 28,910 ) ( 3,353 ) — ( 32,263 ) Amortization of interest rate contracts — — — — — 2,637 296 144 3,077 Reallocation of noncontrolling interest — — 437 — — — ( 437 ) — — Equity, September 30, 2024 157,980 $ 1,580 $ 6,822,489 $ ( 1,035,710 ) $ ( 2,722 ) $ ( 26,428 ) $ 638,129 $ 1,874,272 $ 8,271,610 Equity, June 30, 2023 156,854 $ 1,569 $ 6,561,161 $ ( 516,550 ) $ ( 2,722 ) $ ( 3,406 ) $ 689,123 $ 1,557,368 $ 8,286,543 Redemption of operating partnership units to common stock 79 — 2,920 — — — ( 2,920 ) — — Allocated net income (loss) for the period — — — ( 111,925 ) — — ( 12,527 ) 20,909 ( 103,543 ) Dividends/distributions declared — — — ( 153,800 ) — — ( 18,301 ) — ( 172,101 ) Shares issued pursuant to stock purchase plan 10 — 570 — — — — — 570 Net activity from stock option and incentive plan ( 4 ) — 421 — — — 4,065 — 4,486 Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — — — — — — 22,635 22,635 Distributions to noncontrolling interests in property partnerships — — — — — — — ( 12,150 ) ( 12,150 ) Effective portion of interest rate contracts — — — — — 4,896 563 — 5,459 Amortization of interest rate contracts — — — — — 1,376 157 144 1,677 Reallocation of noncontrolling interest — — 3,573 — — — ( 3,573 ) — — Equity, September 30, 2023 156,939 $ 1,569 $ 6,568,645 $ ( 782,275 ) $ ( 2,722 ) $ 2,866 $ 656,587 $ 1,588,906 $ 8,033,576 5 Table of Contents BXP, INC. CONSOLIDATED STATEMENTS OF EQUITY (unaudited and in thousands) Common Stock Additional Paid-in Capital Dividends in Excess of Earnings Treasury Stock, at cost Accumulated Other Comprehensive Loss Noncontrolling Interests - Common Units Noncontrolling Interests - Property Partnerships Total Shares Amount Equity, December 31, 2023 156,941 $ 1,569 $ 6,715,149 $ ( 816,152 ) $ ( 2,722 ) $ ( 21,147 ) $ 666,580 $ 1,640,704 $ 8,183,981 Redemption of operating partnership units to common stock 952 11 33,735 — — — ( 33,746 ) — — Allocated net income for the period — — — 243,126 — — 28,596 50,283 322,005 Dividends/distributions declared — — — ( 462,684 ) — — ( 55,692 ) — ( 518,376 ) Shares issued pursuant to stock purchase plan 17 — 1,141 — — — — — 1,141 Net activity from stock option and incentive plan 70 — 2,988 — — — 31,535 — 34,523 Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — 70,941 — — — — 235,206 306,147 Distributions to noncontrolling interests in property partnerships — — — — — — — ( 52,353 ) ( 52,353 ) Effective portion of interest rate contracts — — — — — ( 13,429 ) ( 1,547 ) — ( 14,976 ) Amortization of interest rate contracts — — — — — 8,148 938 432 9,518 Reallocation of noncontrolling interest — — ( 1,465 ) — — — 1,465 — — Equity, September 30, 2024 157,980 $ 1,580 $ 6,822,489 $ ( 1,035,710 ) $ ( 2,722 ) $ ( 26,428 ) $ 638,129 $ 1,874,272 $ 8,271,610 Equity, December 31, 2022 156,758 $ 1,568 $ 6,539,147 $ ( 391,356 ) $ ( 2,722 ) $ ( 13,718 ) $ 683,583 $ 1,547,317 $ 8,363,819 Redemption of operating partnership units to common stock 100 1 3,713 — — — ( 3,714 ) — — Allocated net income for the period — — — 70,290 — — 8,642 59,337 138,269 Dividends/distributions declared — — — ( 461,209 ) — — ( 55,038 ) — ( 516,247 ) Shares issued pursuant to stock purchase plan 19 — 1,156 — — — — — 1,156 Net activity from stock option and incentive plan 62 — 3,759 — — — 42,088 — 45,847 Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — — — — — — 30,190 30,190 Distributions to noncontrolling interests in property partnerships — — — — — — — ( 48,370 ) ( 48,370 ) Effective portion of interest rate contracts — — — — — 12,461 1,425 — 13,886 Amortization of interest rate contracts — — — — — 4,123 471 432 5,026 Reallocation of noncontrolling interest — — 20,870 — — — ( 20,870 ) — — Equity, September 30, 2023 156,939 $ 1,569 $ 6,568,645 $ ( 782,275 ) $ ( 2,722 ) $ 2,866 $ 656,587 $ 1,588,906 $ 8,033,576 The accompanying notes are an integral part of these consolidated financial statements. 6 Table of Contents BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Nine months ended September 30, 2024 2023 Cash flows from operating activities: Net income $ 322,005 $ 138,269 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 661,148 618,746 Impairment loss 13,615 — Amortization of right of use assets - operating leases 1,719 1,502 Amortization of sales type lease ( 738 ) — Amortization of above and below market leases ( 4,245 ) — Non-cash compensation expense 39,552 46,699 (Income) loss from unconsolidated joint ventures ( 6,376 ) 261,793 Distributions of net cash flow from operations of unconsolidated joint ventures 27,332 21,871 Gains from investments in securities ( 4,785 ) ( 2,311 ) Allowance for current expected credit losses 44 302 Non-cash portion of interest expense 25,575 22,541 Gains on sales of real estate ( 517 ) ( 517 ) Unrealized gain on non-real estate investment ( 548 ) ( 332 ) Change in assets and liabilities: Tenant and other receivables, net 23,932 ( 13,467 ) Accrued rental income, net ( 78,576 ) ( 72,190 ) Prepaid expenses and other assets ( 73,215 ) ( 76,621 ) Right of use assets - operating lease ( 750 ) ( 25,640 ) Lease liabilities - operating leases ( 390 ) 282 Accounts payable and accrued expenses 7,596 40,914 Accrued interest payable ( 12,383 ) 24,648 Other liabilities ( 27,579 ) ( 6,254 ) Tenant leasing costs ( 61,661 ) ( 65,863 ) Total adjustments 528,750 776,103 Net cash provided by operating activities 850,755 914,372 Cash flows from investing activities: Construction in progress ( 469,948 ) ( 361,625 ) Building and other capital improvements ( 118,411 ) ( 117,393 ) Tenant improvements ( 178,835 ) ( 244,841 ) Proceeds from sales of real estate 517 517 Acquisition of real estate (net of cash received upon consolidation) 6,086 — Capital contributions to unconsolidated joint ventures ( 87,498 ) ( 148,875 ) Capital distributions from unconsolidated joint ventures — 7,350 Investment in non-real estate investments ( 1,500 ) ( 1,990 ) Issuance of note receivables (including related party) ( 2,223 ) ( 10,500 ) Investments in securities, net 1,025 1,779 Net cash used in investing activities ( 850,787 ) ( 875,578 ) 7 Table of Contents BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Nine months ended September 30, 2024 2023 Cash flows from financing activities: Repayments of mortgage notes payable ( 3,461 ) — Proceeds from unsecured senior notes 849,671 747,727 Repayment / redemption of unsecured senior notes ( 700,000 ) ( 500,000 ) Borrowings on unsecured term loans — 1,200,000 Payments on finance lease obligations ( 9,250 ) — Repayment of unsecured term loans ( 500,000 ) ( 730,000 ) Borrowings on commercial paper program 3,554,932 — Repayments on commercial paper program ( 3,054,932 ) — Deferred financing costs ( 10,892 ) ( 12,639 ) Net activity from equity transactions ( 1,728 ) 367 Dividends and distributions ( 517,361 ) ( 514,974 ) Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships 304,323 12,671 Distributions to noncontrolling interests in property partnerships ( 52,353 ) ( 48,370 ) Net cash provided by (used in) financing activities ( 141,051 ) 154,782 Net increase (decrease) in cash and cash equivalents and cash held in escrows ( 141,083 ) 193,576 Cash and cash equivalents and cash held in escrows, beginning of period 1,612,567 736,812 Cash and cash equivalents and cash held in escrows, end of period $ 1,471,484 $ 930,388 Reconciliation of cash and cash equivalents and cash held in escrows: Cash and cash equivalents, beginning of period $ 1,531,477 $ 690,333 Cash held in escrows, beginning of period 81,090 46,479 Cash and cash equivalents and cash held in escrows, beginning of period $ 1,612,567 $ 736,812 Cash and cash equivalents, end of period $ 1,420,475 $ 882,647 Cash held in escrows, end of period 51,009 47,741 Cash and cash equivalents and cash held in escrows, end of period $ 1,471,484 $ 930,388 Supplemental disclosures: Cash paid for interest (net of amounts capitalized) $ 505,746 $ 404,016 Interest capitalized $ 31,342 $ 33,426 Non-cash investing and financing activities: Write-off of fully depreciated real estate $ ( 76,653 ) $ ( 111,154 ) Change in real estate included in accounts payable and accrued expenses $ ( 21,035 ) $ 29,435 Right of use assets obtained in exchange for lease liabilities - operating lease $ 30,631 $ 134,509 Lease liability - finance lease reversal for re-assessment event $ ( 38,491 ) $ — Right of use asset - finance lease reversal for re-assessment event $ ( 28,962 ) $ — Non-cash contributions from noncontrolling interests in property partnerships, net $ 86,860 $ 17,519 Capitalized operating lease costs $ 22,647 $ 5,031 Construction in progress from prepaid expenses and other assets $ — $ 25,577 Investment in unconsolidated joint ventures eliminated upon consolidation $ ( 11,834 ) $ — Mortgage note payable recorded upon consolidation $ 207,093 $ — 8 Table of Contents BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Nine months ended September 30, 2024 2023 Mortgage note payable converted to unsecured term loan $ 100,000 $ — Real estate and intangibles recorded upon consolidation $ ( 220,015 ) $ — Dividends and distributions declared but not paid $ 172,191 $ 171,916 Conversions of noncontrolling interests to stockholders’ equity $ 33,746 $ 3,714 Issuance of restricted securities to employees and non-employee directors $ 43,360 $ 48,121 The accompanying notes are an integral part of these consolidated financial statements. 9 Table of Contents BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for unit amounts) September 30, 2024 December 31, 2023 ASSETS Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 7,646,435 and $ 7,054,075 at September 30, 2024 and December 31, 2023, respectively) $ 27,191,559 $ 26,382,944 Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at September 30, 2024 and December 31, 2023, respectively) 372,896 401,680 Right of use assets - operating leases (amounts related to VIEs of $ 145,052 and $ 158,885 at September 30, 2024 and December 31, 2023, respectively) 339,804 324,298 Less: accumulated depreciation (amounts related to VIEs of $( 1,601,919 ) and $( 1,501,483 ) at September 30, 2024 and December 31, 2023, respectively) ( 7,241,074 ) ( 6,758,361 ) Total real estate 20,663,185 20,350,561 Cash and cash equivalents (amounts related to VIEs of $ 322,604 and $ 245,317 at September 30, 2024 and December 31, 2023, respectively) 1,420,475 1,531,477 Cash held in escrows (amounts related to VIEs of $ 5,032 and $ 22,160 at September 30, 2024 and December 31, 2023, respectively) 51,009 81,090 Investments in securities 39,186 36,337 Tenant and other receivables, net (amounts related to VIEs of $ 19,216 and $ 27,987 at September 30, 2024 and December 31, 2023, respectively) 99,706 122,407 Note receivable, net 3,937 1,714 Related party notes receivables, net 88,788 88,779 Sales-type lease receivable, net 14,429 13,704 Accrued rental income, net (amounts related to VIEs of $ 425,867 and $ 401,159 at September 30, 2024 and December 31, 2023, respectively) 1,438,492 1,355,212 Deferred charges, net (amounts related to VIEs of $ 201,947 and $ 175,383 at September 30, 2024 and December 31, 2023, respectively) 794,571 760,421 Prepaid expenses and other assets (amounts related to VIEs of $ 50,275 and $ 11,824 at September 30, 2024 and December 31, 2023, respectively) 132,078 64,230 Investments in unconsolidated joint ventures 1,421,886 1,377,319 Total assets $ 26,167,742 $ 25,783,251 LIABILITIES AND CAPITAL Liabilities: Mortgage notes payable, net (amounts related to VIEs of $ 3,280,817 and $ 3,277,185 at September 30, 2024 and December 31, 2023, respectively) $ 4,275,155 $ 4,166,379 Unsecured senior notes, net 10,642,033 10,491,617 Unsecured line of credit — — Unsecured term loans, net 798,058 1,198,301 Unsecured commercial paper 500,000 — Lease liabilities - finance leases (amounts related to VIEs of $ 20,897 and $ 20,794 at September 30, 2024 and December 31, 2023, respectively) 373,260 417,961 Lease liabilities - operating leases (amounts related to VIEs of $ 154,637 and $ 145,826 at September 30, 2024 and December 31, 2023, respectively) 389,444 350,391 Accounts payable and accrued expenses (amounts related to VIEs of $ 120,092 and $ 59,667 at September 30, 2024 and December 31, 2023, respectively) 444,288 458,329 Dividends and distributions payable 172,191 171,176 Accrued interest payable 121,360 133,684 Other liabilities (amounts related to VIEs of $ 89,876 and $ 115,275 at September 30, 2024 and December 31, 2023, respectively) 407,441 445,947 Total liabilities 18,123,230 17,833,785 10 Table of Contents BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for unit amounts) September 30, 2024 December 31, 2023 Commitments and contingencies (See Note 8) Redeemable deferred stock units— 132,930 and 119,471 units outstanding at redemption value at September 30, 2024 and December 31, 2023, respectively 10,696 8,383 Noncontrolling interests: Redeemable partnership units— 15,926,014 and 16,508,277 common units and 2,336,797 and 2,065,861 long term incentive units outstanding at redemption value at September 30, 2024 and December 31, 2023, respectively 1,500,501 1,347,575 Capital: Boston Properties Limited Partnership partners’ capital— 1,762,427 and 1,755,150 general partner units and 156,217,471 and 155,185,716 limited partner units outstanding at September 30, 2024 and December 31, 2023, respectively 4,685,471 4,973,951 Accumulated other comprehensive loss ( 26,428 ) ( 21,147 ) Total partners’ capital 4,659,043 4,952,804 Noncontrolling interests in property partnerships 1,874,272 1,640,704 Total capital 6,533,315 6,593,508 Total liabilities and capital $ 26,167,742 $ 25,783,251 The accompanying notes are an integral part of these consolidated financial statements. 11 Table of Contents BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited and in thousands, except for per unit amounts) Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 Revenue Lease $ 799,471 $ 767,181 $ 2,378,616 $ 2,285,789 Parking and other 34,255 30,428 101,086 81,421 Hotel 15,082 13,484 38,080 35,554 Development and management services 6,770 9,284 19,276 28,122 Direct reimbursements of payroll and related costs from management services contracts 3,649 3,906 12,090 13,750 Total revenue 859,227 824,283 2,549,148 2,444,636 Expenses Operating Rental 327,897 300,192 963,480 882,536 Hotel 9,833 9,020 25,687 23,852 General and administrative 33,352 31,410 127,479 131,387 Payroll and related costs from management services contracts 3,649 3,906 12,090 13,750 Transaction costs 188 751 890 1,970 Depreciation and amortization 221,186 205,679 656,044 613,446 Total expenses 596,105 550,958 1,785,670 1,666,941 Other income (expense) Income (loss) from unconsolidated joint ventures ( 7,011 ) ( 247,556 ) 6,376 ( 261,793 ) Gains on sales of real estate 517 517 517 517 Interest and other income (loss) 14,430 20,715 39,747 48,999 Gains (losses) from investments in securities 2,198 ( 925 ) 4,785 2,311 Unrealized gain (loss) on non-real estate investment 94 ( 51 ) 548 332 Impairment loss — — ( 13,615 ) — Interest expense ( 163,194 ) ( 147,812 ) ( 474,727 ) ( 424,492 ) Net income (loss) 110,156 ( 101,787 ) 327,109 143,569 Net income attributable to noncontrolling interests Noncontrolling interests in property partnerships ( 15,237 ) ( 20,909 ) ( 50,283 ) ( 59,337 ) Net income (loss) attributable to Boston Properties Limited Partnership $ 94,919 $ ( 122,696 ) $ 276,826 $ 84,232 Basic earnings per common unit attributable to Boston Properties Limited Partnership Net income (loss) $ 0.54 $ ( 0.70 ) $ 1.58 $ 0.48 Weighted average number of common units outstanding 175,446 174,882 175,369 174,765 Diluted earnings per common unit attributable to Boston Properties Limited Partnership Net income (loss) $ 0.54 $ ( 0.70 ) $ 1.58 $ 0.48 Weighted average number of common and common equivalent units outstanding 175,934 174,882 175,666 175,105 The accompanying notes are an integral part of these consolidated financial statements. 12 Table of Contents BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited and in thousands) Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 Net income (loss) $ 110,156 $ ( 101,787 ) $ 327,109 $ 143,569 Other comprehensive income (loss): Effective portion of interest rate contracts ( 32,263 ) 5,459 ( 14,976 ) 13,886 Amortization of interest rate contracts (1) 3,077 1,677 9,518 5,026 Other comprehensive income (loss) ( 29,186 ) 7,136 ( 5,458 ) 18,912 Comprehensive income (loss) 80,970 ( 94,651 ) 321,651 162,481 Comprehensive income attributable to noncontrolling interests ( 15,381 ) ( 21,053 ) ( 50,715 ) ( 59,769 ) Comprehensive income (loss) attributable to Boston Properties Limited Partnership $ 65,589 $ ( 115,704 ) $ 270,936 $ 102,712 _______________ (1) Amounts reclassified from comprehensive income primarily to interest expense within Boston Properties Limited Partnership’s Consolidated Statements of Operations. The accompanying notes are an integral part of these consolidated financial statements. 13 Table of Contents BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS (unaudited and in thousands) Units Capital General Partner Limited Partner Partners’ Capital (General and Limited Partners) Accumulated Other Comprehensive Loss Noncontrolling Interests - Property Partnerships Total Capital Noncontrolling Interests - Redeemable Partnership Units Equity, June 30, 2024 1,762 155,336 $ 5,010,460 $ ( 155 ) $ 1,801,676 $ 6,811,981 $ 1,230,848 Net activity from contributions and unearned compensation — 6 ( 1,232 ) — — ( 1,232 ) 3,225 Allocated net income for the period — — 85,332 — 15,237 100,569 9,587 Distributions — — ( 154,820 ) — — ( 154,820 ) ( 17,986 ) Conversion of redeemable partnership units — 875 30,992 — — 30,992 ( 30,992 ) Adjustment to reflect redeemable partnership units at redemption value — — ( 308,876 ) — — ( 308,876 ) 308,876 Effective portion of interest rate contracts — — — ( 28,910 ) — ( 28,910 ) ( 3,353 ) Amortization of interest rate contracts — — — 2,637 144 2,781 296 Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — 23,615 — 72,109 95,724 — Distributions to noncontrolling interests in property partnerships — — — — ( 14,894 ) ( 14,894 ) — Equity, September 30, 2024 1,762 156,217 $ 4,685,471 $ ( 26,428 ) $ 1,874,272 $ 6,533,315 $ 1,500,501 Equity, June 30, 2023 1,755 155,098 $ 5,351,166 $ ( 3,406 ) $ 1,557,368 $ 6,905,128 $ 1,135,053 Net activity from contributions and unearned compensation — 7 991 — — 991 4,065 Allocated net income (loss) for the period — — ( 110,169 ) — 20,909 ( 89,260 ) ( 12,527 ) Distributions — — ( 153,800 ) — — ( 153,800 ) ( 18,301 ) Conversion of redeemable partnership units — 79 2,920 — — 2,920 ( 2,920 ) Adjustment to reflect redeemable partnership units at redemption value — — ( 54,663 ) — — ( 54,663 ) 54,663 Effective portion of interest rate contracts — — — 4,896 — 4,896 563 Amortization of interest rate contracts — — — 1,376 144 1,520 157 Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — — — 22,635 22,635 — Distributions to noncontrolling interests in property partnerships — — — — ( 12,150 ) ( 12,150 ) — Equity, September 30, 2023 1,755 155,184 $ 5,036,445 $ 2,866 $ 1,588,906 $ 6,628,217 $ 1,160,753 14 Table of Contents BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS (unaudited and in thousands) Units Capital General Partner Limited Partner Partners’ Capital (General and Limited Partners) Accumulated Other Comprehensive Loss Noncontrolling Interests - Property Partnerships Total Capital Noncontrolling Interests - Redeemable Partnership Units Equity, December 31, 2023 1,755 155,185 $ 4,973,951 $ ( 21,147 ) $ 1,640,704 $ 6,593,508 $ 1,347,575 Net activity from contributions and unearned compensation 5 82 4,129 — — 4,129 31,535 Allocated net income for the period — — 248,230 — 50,283 298,513 28,596 Distributions — — ( 462,684 ) — — ( 462,684 ) ( 55,692 ) Conversion of redeemable partnership units 2 950 33,746 — — 33,746 ( 33,746 ) Adjustment to reflect redeemable partnership units at redemption value — — ( 182,842 ) — — ( 182,842 ) 182,842 Effective portion of interest rate contracts — — — ( 13,429 ) — ( 13,429 ) ( 1,547 ) Amortization of interest rate contracts — — — 8,148 432 8,580 938 Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — 70,941 — 235,206 306,147 — Distributions to noncontrolling interests in property partnerships — — — — ( 52,353 ) ( 52,353 ) — Equity, September 30, 2024 1,762 156,217 $ 4,685,471 $ ( 26,428 ) $ 1,874,272 $ 6,533,315 $ 1,500,501 Equity, December 31, 2022 1,750 155,008 $ 5,299,428 $ ( 13,718 ) $ 1,547,317 $ 6,833,027 $ 1,280,886 Net activity from contributions and unearned compensation 5 76 4,913 — — 4,913 42,090 Allocated net income for the period — — 75,590 — 59,337 134,927 8,642 Distributions — — ( 461,209 ) — — ( 461,209 ) ( 55,038 ) Conversion of redeemable partnership units — 100 3,714 — — 3,714 ( 3,714 ) Adjustment to reflect redeemable partnership units at redemption value — — 114,009 — — 114,009 ( 114,009 ) Effective portion of interest rate contracts — — — 12,461 — 12,461 1,425 Amortization of interest rate contracts — — — 4,123 432 4,555 471 Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — — — 30,190 30,190 — Distributions to noncontrolling interests in property partnerships — — — — ( 48,370 ) ( 48,370 ) — Equity, September 30, 2023 1,755 155,184 $ 5,036,445 $ 2,866 $ 1,588,906 $ 6,628,217 $ 1,160,753 The accompanying notes are an integral part of these consolidated financial statements. 15 Table of Contents BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Nine months ended September 30, 2024 2023 Cash flows from operating activities: Net income $ 327,109 $ 143,569 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 656,044 613,446 Impairment loss 13,615 — Amortization of right of use assets - operating leases 1,719 1,502 Amortization of sales type lease ( 738 ) — Amortization of above and below market leases ( 4,245 ) — Non-cash compensation expense 39,552 46,699 (Income) loss from unconsolidated joint ventures ( 6,376 ) 261,793 Distributions of net cash flow from operations of unconsolidated joint ventures 27,332 21,871 Gains from investments in securities ( 4,785 ) ( 2,311 ) Allowance for current expected credit losses 44 302 Non-cash portion of interest expense 25,575 22,541 Gains on sales of real estate ( 517 ) ( 517 ) Unrealized gain on non-real estate investment ( 548 ) ( 332 ) Change in assets and liabilities: Tenant and other receivables, net 23,932 ( 13,467 ) Accrued rental income, net ( 78,576 ) ( 72,190 ) Prepaid expenses and other assets ( 73,215 ) ( 76,621 ) Right of use assets - operating lease ( 750 ) ( 25,640 ) Lease liabilities - operating leases ( 390 ) 282 Accounts payable and accrued expenses 7,596 40,914 Accrued interest payable ( 12,383 ) 24,648 Other liabilities ( 27,579 ) ( 6,254 ) Tenant leasing costs ( 61,661 ) ( 65,863 ) Total adjustments 523,646 770,803 Net cash provided by operating activities 850,755 914,372 Cash flows from investing activities: Construction in progress ( 469,948 ) ( 361,625 ) Building and other capital improvements ( 118,411 ) ( 117,393 ) Tenant improvements ( 178,835 ) ( 244,841 ) Proceeds from sales of real estate 517 517 Acquisition of real estate (net of cash received upon consolidation) 6,086 — Capital contributions to unconsolidated joint ventures ( 87,498 ) ( 148,875 ) Capital distributions from unconsolidated joint ventures — 7,350 Investment in non-real estate investments ( 1,500 ) ( 1,990 ) Issuance of note receivables (including related party) ( 2,223 ) ( 10,500 ) Investments in securities, net 1,025 1,779 Net cash used in investing activities ( 850,787 ) ( 875,578 ) 16 Table of Contents BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Nine months ended September 30, 2024 2023 Cash flows from financing activities: Repayments of mortgage notes payable ( 3,461 ) — Proceeds from unsecured senior notes 849,671 747,727 Repayment / redemption of unsecured senior notes ( 700,000 ) ( 500,000 ) Borrowings on unsecured term loan — 1,200,000 Payments on finance lease obligations ( 9,250 ) — Repayment of unsecured term loan ( 500,000 ) ( 730,000 ) Borrowings on commercial paper program 3,554,932 — Repayments on commercial paper program ( 3,054,932 ) — Deferred financing costs ( 10,892 ) ( 12,639 ) Net activity from equity transactions ( 1,728 ) 367 Distributions ( 517,361 ) ( 514,974 ) Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships 304,323 12,671 Distributions to noncontrolling interests in property partnerships ( 52,353 ) ( 48,370 ) Net cash provided by (used in) financing activities ( 141,051 ) 154,782 Net increase (decrease) in cash and cash equivalents and cash held in escrows ( 141,083 ) 193,576 Cash and cash equivalents and cash held in escrows, beginning of period 1,612,567 736,812 Cash and cash equivalents and cash held in escrows, end of period $ 1,471,484 $ 930,388 Reconciliation of cash and cash equivalents and cash held in escrows: Cash and cash equivalents, beginning of period $ 1,531,477 $ 690,333 Cash held in escrows, beginning of period 81,090 46,479 Cash and cash equivalents and cash held in escrows, beginning of period $ 1,612,567 $ 736,812 Cash and cash equivalents, end of period $ 1,420,475 $ 882,647 Cash held in escrows, end of period 51,009 47,741 Cash and cash equivalents and cash held in escrows, end of period $ 1,471,484 $ 930,388 Supplemental disclosures: Cash paid for interest (net of amounts capitalized) $ 505,746 $ 404,016 Interest capitalized $ 31,342 $ 33,426 Non-cash investing and financing activities: Write-off of fully depreciated real estate $ ( 76,653 ) $ ( 109,905 ) Change in real estate included in accounts payable and accrued expenses $ ( 21,035 ) $ 29,435 Right of use assets obtained in exchange for lease liabilities - operating lease $ 30,631 $ 134,509 Lease liability - finance lease reversal for re-assessment event $ ( 38,491 ) $ — Right of use asset - finance lease reversal for re-assessment event $ ( 28,962 ) $ — Non-cash contributions from noncontrolling interests in property partnerships, net $ 86,860 $ 17,519 Capitalized operating lease costs $ 22,647 $ 5,031 Construction in progress from prepaid expenses and other assets $ — $ 25,577 Investment in unconsolidated joint ventures eliminated upon consolidation $ ( 11,834 ) $ — Mortgage notes payable recorded upon consolidation $ 207,093 $ — 17 Table of Contents BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Nine months ended September 30, 2024 2023 Mortgage note payable converted to unsecured term loan $ 100,000 $ — Real estate and intangibles recorded upon consolidation $ ( 220,015 ) $ — Distributions declared but not paid $ 172,191 $ 171,916 Conversions of redeemable partnership units to partners’ capital $ 33,746 $ 3,714 Issuance of restricted securities to employees and non-employee directors $ 43,360 $ 48,121 The accompanying notes are an integral part of these consolidated financial statements. 18 Table of Contents BXP, INC. AND BOSTON PROPERTIES LIMITED PARTNERSHIP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Organization BXP is a fully integrated, self-administered and self-managed REIT. BXP is the sole general partner of BPLP, its operating partnership, and at September 30, 2024, owned an approximate 89.6 % ( 89.4 % at December 31, 2023) general and limited partnership interest in BPLP. Unless stated otherwise or the context requires, the “Company” refers to BXP and its subsidiaries, including BPLP and its consolidated subsidiaries. Partnership interests in BPLP include: • common units of partnership interest (also referred to as “OP Units”) and • long term incentive units of partnership interest (also referred to as “LTIP Units”) Unless specifically noted otherwise, all references to OP Units exclude units held by BXP. A holder of an OP Unit may present the OP Unit to BPLP for redemption at any time (subject to restrictions agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, BPLP is obligated to redeem the OP Unit for cash equal to the value of a share of common stock of BXP (“Common Stock”). In lieu of such cash redemption, BXP may elect to acquire the OP Unit for one share of Common Stock. Because the number of shares of Common Stock outstanding at all times equals the number of OP Units that BXP owns, one share of Common Stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of Common Stock. The Company uses LTIP Units as a form of time-based, restricted equity compensation and as a form of performance-based equity compensation for employees, and has previously granted LTIP Units in the form of (1) 2012 outperformance plan awards (“2012 OPP Units”) and (2) 2013 - 2024 multi-year, long-term incentive program awards (also referred to as “MYLTIP Units”), each of which, upon the satisfaction of certain performance-based and time-based vesting conditions, is convertible into one OP Unit. The three -year measurement periods for the 2012 OPP Units and the 2013 - 2021 MYLTIP Units have ended and BXP’s total stockholder return (“TSR”) was sufficient for employees to earn and therefore become eligible to vest in a portion of the awards. Unless and until they are earned, the rights, preferences and privileges of the 2022 - 2024 MYLTIP Units differ from other LTIP Units granted to employees (including the 2012 OPP Units and the 2013 - 2021 MYLTIP Units, which have been earned). Therefore, unless specifically noted otherwise, all references to LTIP Units exclude the 2022 - 2024 MYLTIP Units. LTIP Units (including the earned 2012 OPP Units and the earned 2013 - 2021 MYLTIP Units), whether vested or not, receive the same quarterly per unit distributions as OP Units, which equal per share dividends on Common Stock (See Notes 9 and 13). Properties At September 30, 2024, the Company owned or had joint venture interests in a portfolio of 184 commercial real estate properties (the “Properties”) aggregating approximately 53.0 million net rentable square feet of primarily office properties, including nine properties under construction/redevelopment totaling approximately 2.7 million net rentable square feet. At September 30, 2024, the Properties consisted of: • 162 office and life sciences properties (including six properties under construction/redevelopment); • 14 retail properties (including one property under construction); • seven residential properties (including two properties under construction); and • one hotel. 2. Summary of Significant Accounting Policies BXP does not have any other significant assets, liabilities or operations, other than its investment in BPLP, nor does it have employees of its own. BPLP, not BXP, generally executes all significant business relationships other than transactions involving securities of BXP. All majority-owned subsidiaries and joint ventures over which the Company has financial and operating control and variable interest entities (“VIEs”) in which the Company has determined it is the primary beneficiary are included in the consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. The Company accounts for all other unconsolidated joint ventures using the equity method of accounting. Accordingly, the Company’s share of the earnings of these joint ventures and companies is included in consolidated net income. 19 Table of Contents The accompanying interim financial statements are unaudited; however, the financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair statement of the financial statements for these interim periods have been included. The results of operations for the interim periods are not necessarily indicative of the results to be obtained for other interim periods or for the full fiscal year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosure required by GAAP. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report in the Company’s Form 10-K for its fiscal year ended December 31, 2023. The Company bases its estimates on historical experience and on various other assumptions that it considers to be reasonable under the circumstances, including the impact of extraordinary events, the results of which form the basis for making significant judgments about the carrying values of assets and liabilities, assessments of future collectability, and other areas of the financial statements that are impacted by the use of estimates. Actual results may differ from these estimates under different assumptions or conditions. Variable Interest Entities (VIEs) Consolidated VIEs are those for which the Company is considered to be the primary beneficiary of a VIE. The primary beneficiary is the entity that has a controlling financial interest in the VIE, which is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance and (2) the obligation to absorb losses or the right to receive the returns from the VIE that could potentially be significant to the VIE. The assets of each VIE are only available to satisfy such VIE's respective liabilities. The Company has identified nine entities that are VIEs as of September 30, 2024 and has determined that it is the primary beneficiary for all of these entities as of September 30, 2024. Consolidated Variable Interest Entities As of September 30, 2024, BXP has identified nine consolidated VIEs, including BPLP. Excluding BPLP, the consolidated VIEs consisted of (i) the following five in-service properties: 767 Fifth Avenue (the General Motors Building), Times Square Tower, 601 Lexington Avenue, Atlantic Wharf Office Building and 100 Federal Street, (ii) 343 Madison Avenue, which is categorized as land held for future development and (iii) 290 Binney Street and 300 Binney Street, which are currently under development / redevelopment (See Note 14). The Company consolidates these VIEs because it is the primary beneficiary. The third parties’ interests in these consolidated entities (excluding BPLP’s interest) are reflected as noncontrolling interests in property partnerships in the accompanying consolidated financial statements (See Note 9). In addition, BXP’s only significant asset is its investment in BPLP and, consequently, substantially all of BXP’s assets and liabilities are the assets and liabilities of BPLP. Variable Interest Entities Not Consolidated As of September 30, 2024, the Company does not have any unconsolidated joint ventures that are classified as VIEs. Fair Value Measurements The Company follows the authoritative guidance for fair value measurements when valuing its financial instruments for disclosure purposes. The table below presents for September 30, 2024 and December 31, 2023, the financial instruments that are being valued for disclosure purposes, as well as the Level at which they are categorized as defined in Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”). 20 Table of Contents Financial Instrument Level 3-Month United States Treasury Bills Level 1 Unsecured commercial paper Level 1 Investment in securities Level 1 Unsecured senior notes (1) Level 1 Related party note receivable Level 3 Notes receivable Level 3 Sales-type lease receivable Level 3 Mortgage notes payable Level 3 Unsecured line of credit Level 3 Unsecured term loans Level 3 _______________ (1) If trading volume for the period is low, the valuation could be categorized as Level 2. Because the Company’s valuations of its financial instruments are based on the above Levels and involve the use of estimates, the actual fair values of its financial instruments may differ materially from those estimates. In addition, the Company’s estimated fair values for these instruments as of the end of the applicable reporting period are not projections of, nor necessarily indicative of, estimated or actual fair values in future reporting periods. At September 30, 2024 and December 31, 2023, the Company had outstanding three -month United States Treasury Bills with a maturity date of November 21, 2024 and January 30, 2024, respectively, that were classified as held to maturity because the Company determined that it had the positive intent and ability to hold to maturity. Because these securities are considered short-term investments, they are reflected at amortized cost within Cash and Cash Equivalents on the Consolidated Balance Sheets. At September 30, 2024 and December 31, 2023, the amortized cost of these securities were approximately $ 175.9 million and $ 302.7 million, respectively. At September 30, 2024, the Company had $ 500.0 million outstanding under its unsecured commercial paper program (See Note 6). Due to their short-term maturity and stated interest rates at approximate current market rates, the fair value of outstanding commercial paper borrowings approximates the Company's carrying amount at September 30, 2024. The Company’s investment in non-real estate investments is shown within Prepaid and Other Assets on the Consolidated Balance Sheets and was approximately $ 6.7 million and $ 4.6 million at September 30, 2024 and December 31, 2023, respectively. The non-real estate investments utilize net asset value as the practical expedient. 21 Table of Contents Non-Recurring Fair Value The following table presents the aggregate carrying value of the Company’s non-recurring fair value financial instruments and the Company’s corresponding estimate of fair value as of September 30, 2024 and December 31, 2023 (in thousands): September 30, 2024 December 31, 2023 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 3-Month United States Treasury Bills (1) $ 175,944 $ 175,944 $ 302,746 $ 302,746 Related party note receivable, net $ 88,788 $ 90,138 $ 88,779 $ 90,593 Note receivable, net 3,937 4,799 1,714 1,677 Sales-type lease receivable, net 14,429 13,563 13,704 13,338 Total $ 107,154 $ 108,500 $ 104,197 $ 105,608 Mortgage notes payable, net $ 4,275,155 $ 3,907,688 $ 4,166,379 $ 3,705,513 Unsecured senior notes, net 10,642,033 10,191,058 10,491,617 9,697,393 Unsecured line of credit — — — — Unsecured term loans, net 798,058 800,303 1,198,301 1,196,945 Unsecured commercial paper 500,000 500,000 — — Total $ 16,215,246 $ 15,399,049 $ 15,856,297 $ 14,599,851 _______________ (1) Per the guidance in ASC 326 “Financial Instruments — Credit Losses” (“ASC 326”), the Company concluded that the risk of nonpayment is nonexistent because the U.S. Government has a long history with no credit losses and, therefore, no credit loss allowance was recorded. At March 31, 2024, the Company evaluated the expected hold period for a portion of its Shady Grove property, consisting of 2 Choke Cherry Road, 2094 Gaither Road and a land parcel, located in Rockville, Maryland. Based on a shorter-than-expected hold period, the Company reduced the carrying value of a portion of the property that the Company anticipates selling to a third-party developer to its estimated fair value at March 31, 2024. As a result, during the nine months ended September 30, 2024, each of BXP and BPLP recognized an impairment loss of approximately $ 13.6 million. The Company’s estimated fair value utilized Level 3 inputs and was based on a pending offer from a third party (See Note 3). Recurring Fair Value Derivatives In addition to the financial instruments noted above, the Company uses interest rate swap agreements to manage its interest rate risk (See Note 7). The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. The Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. 22 Table of Contents The following table presents the aggregate fair value of the Company’s interest rate swaps as of September 30, 2024 and December 31, 2023 (in thousands): Fair value September 30, 2024 December 31, 2023 Interest rate swaps $ ( 10,191 ) $ 1,976 Investments The Company accounts for investments in equity securities at fair value, with gains or losses resulting from changes in fair value recognized currently in earnings. The Company maintains deferred compensation plans that are designed to allow officers and non-employee directors of BXP to defer a portion of the officer’s current income or the non-employee director’s current compensation on a pre-tax basis and receive a tax-deferred return on these deferrals based on the performance of specific investments selected by the officer or non-employee director. The Company’s obligation under the plans is that of an unsecured promise to pay the deferred compensation to the plan participants in the future. At September 30, 2024 and December 31, 2023, the Company had maintained approximately $ 38.9 million and $ 36.1 million, respectively, in separate accounts, which are not restricted as to their use. The Company recognized gains (losses) of approximately $ 2.2 million and $( 0.9 ) million on its investments in the accounts associated with the Company’s deferred compensation plans during the three months ended September 30, 2024 and September 30, 2023, respectively, and approximately $ 4.8 million and $ 2.3 million during the nine months ended September 30, 2024 and September 30, 2023, respectively, primarily due to the observable change in fair value. 3. Real Estate BXP Real estate consisted of the following at September 30, 2024 and December 31, 2023 (in thousands): September 30, 2024 December 31, 2023 Land $ 5,318,724 $ 5,251,224 Right of use assets - finance leases (1) 372,896 401,680 Right of use assets - operating leases (1) 339,804 324,298 Land held for future development (2) 690,774 697,061 Buildings and improvements 16,898,821 16,607,756 Tenant improvements 3,782,391 3,592,172 Furniture, fixtures and equipment 54,992 53,716 Construction in progress 812,122 547,280 Total 28,270,524 27,475,187 Less: Accumulated depreciation ( 7,369,545 ) ( 6,881,728 ) $ 20,900,979 $ 20,593,459 _______________ (1) See Note 4. (2) Includes pre-development costs. 23 Table of Contents BPLP Real estate consisted of the following at September 30, 2024 and December 31, 2023 (in thousands): September 30, 2024 December 31, 2023 Land $ 5,224,015 $ 5,156,515 Right of use assets - finance leases (1) 372,896 401,680 Right of use assets - operating leases (1) 339,804 324,298 Land held for future development (2) 690,774 697,061 Buildings and improvements 16,627,265 16,336,200 Tenant improvements 3,782,391 3,592,172 Furniture, fixtures and equipment 54,992 53,716 Construction in progress 812,122 547,280 Total 27,904,259 27,108,922 Less: Accumulated depreciation ( 7,241,074 ) ( 6,758,361 ) $ 20,663,185 $ 20,350,561 _______________ (1) See Note 4. (2) Includes pre-development costs. Acquisition On January 8, 2024, the Company completed the acquisition of its joint venture partner’s 50 % economic ownership interest in the joint venture that owns 901 New York Avenue, located in Washington, DC. At acquisition, the total net equity acquired was $ 20.0 million, which includes $ 10.0 million in cash that the Company paid for the joint venture partner's 50 % economic ownership interest in the joint venture. The property is subject to existing mortgage indebtedness of approximately $ 207.1 million (See Note 6). The acquisition resulted in the Company recording a gain upon consolidation of approximately $ 21.8 million, which is the difference between the fair value of the previously held equity method investment immediately prior to the consolidation of $ 10.0 million, less the Company’s costs basis of approximately $( 11.8 ) million. The gain on consolidation is included within income (loss) from unconsolidated joint ventures in the Consolidated Statement of Operations. The total net assets acquired is equal to (1) the total net equity acquired of $ 20.0 million, which includes $ 10.0 million in cash that the Company paid for the joint venture partner's 50 % economic ownership interest in the joint venture plus (2) $ 207.1 million of debt assumed, less (3) net working capital acquired of approximately $ 7.1 million. The following table summarizes the allocation of the fair value of the net assets the Company received at the date of acquisition for 901 New York Avenue (in thousands): Land and site improvements $ 65,808 Building and improvements 56,882 Tenant improvements 16,088 In-place lease intangibles 72,621 Above-market lease intangibles 2,757 Below-market lease intangibles ( 2,515 ) Mortgage note payable adjustment 8,374 Net assets acquired $ 220,015 The following table summarizes the estimated annual amortization of the acquired in-place lease intangibles, and the acquired above- and below-market lease intangibles for 901 New York Avenue from January 8, 2024 through the remainder of 2024 and each of the next five succeeding fiscal years (in thousands): 24 Table of Contents Acquired In-Place Lease Intangibles Acquired Above-Market Lease Intangibles Acquired Below-Market Lease Intangibles Period from January 8, 2024 through December 31, 2024 $ 10,364 $ 607 $ 252 2025 9,030 454 257 2026 6,494 238 257 2027 6,265 201 257 2028 6,069 186 257 2029 6,076 186 251 The following table summarizes the weighted-average useful life of the acquired in-place lease intangibles and the acquired above- and below-market lease intangibles for 901 New York Avenue as of the acquisition date (in years): Acquired In-Place Lease Intangibles Acquired Above-Market Lease Intangibles Acquired Below-Market Lease Intangibles Weighted-average useful life 6.7 4.0 9.8 901 New York Avenue contributed approximately $ 24.7 million of revenue and $ 6.9 million of net loss to the Company for the period from January 8, 2024 through September 30, 2024. 901 New York Avenue is an office property consisting of approximately 524,000 net rentable square feet. Development On February 12, 2024, the Company commenced the development of a residential project at 121 Broadway Street in Cambridge, Massachusetts that is adjacent to its development projects at 290 Binney Street and 300 Binney Street. 121 Broadway will consist of 439 residential units aggregating approximately 492,000 net rentable square feet. There can be no assurance that the Company will complete development of the project on the terms and schedule currently contemplated or at all. On April 5, 2024, the Company completed and fully placed in-service 760 Boylston Street, an approximately 118,000 net rentable square foot retail redevelopment located in Boston, Massachusetts. On July 17, 2024, the Company partially placed in-service Reston Next Office Phase II, an approximately 90,000 net rentable square foot development project comprised of office and retail space located in Reston, Virginia. On September 26, 2024, the Company fully placed in-service 180 CityPoint, an approximately 329,000 net rentable square foot laboratory/life sciences project located in Waltham, Massachusetts. Pending Disposition and Impairment At March 31, 2024, the Company evaluated the expected hold period for a portion of its Shady Grove property, consisting of 2 Choke Cherry Road, 2094 Gaither Road and a land parcel, located in Rockville, Maryland. Based on a shorter-than-expected hold period, the Company reduced the carrying value of a portion of the property that the Company anticipates selling to a third-party developer to its estimated fair value at March 31, 2024. As a result, each of BXP and BPLP recognized an impairment loss of approximately $ 13.6 million during the nine months ended September 30, 2024. The Company’s estimated fair value was based on Level 3 inputs as defined in ASC 820 and on a pending offer from a third-party. On May 7, 2024, the Company entered into an agreement with the third-party developer for the sale of 2 Choke Cherry Road, 2094 Gaither Road and the land parcel for an aggregate gross sale price of approximately $ 24.8 million. On July 22, 2024, the Company executed an amendment to the agreement for an aggregate gross sale price of approximately $ 24.7 million. 2 Choke Cherry Road and 2094 Gaither Road are two vacant office properties aggregating approximately 143,000 net rentable square feet that were taken out of service and held for redevelopment. The disposition is subject to satisfaction of certain closing conditions and there can be no assurance that this transaction will be consummated on the terms currently contemplated or at all. 25 Table of Contents 4. Leases Lessor The following table summarizes the components of lease revenue recognized under the Company’s operating and sales-type leases for the three and nine months ended September 30, 2024 and 2023 and included within the Company's Consolidated Statements of Operations (in thousands): Three months ended September 30, Nine months ended September 30, Lease Revenue 2024 2023 2024 2023 Fixed contractual payments $ 646,979 $ 626,738 $ 1,947,599 $ 1,877,573 Variable lease payments 152,242 140,210 430,279 407,528 Sales-type lease revenue 250 233 738 688 $ 799,471 $ 767,181 $ 2,378,616 $ 2,285,789 Lessee On March 28, 2024, the Company entered into a 90 -year air rights lease with the Massachusetts Department of Transportation for an approximately 61,000 square foot site at the parking garage located at 100 Clarendon Street and the concourse level of the Massachusetts Bay Transportation Authority’s Back Bay Station (the “Station”). The lease requires annual base rental payments of $ 250,000 until the commencement of construction, as defined in the lease. If the Company commences construction of a project on the site on or before August 1, 2028, then a final fixed rental payment is due in accordance with the lease at that time. After August 1, 2028, if the Company commences construction of a project on the site, then a final rental payment based on the then current fair market value will be due at that time. In addition, the lease requires annual payments of $ 500,000 through 2033 to fund maintenance and improvements to the Station. The Company has assumed that it will begin construction on the site on or before August 1, 2028. The incremental borrowing rate for this lease is 6.57 % per annum. The net present value of the ground lease payments is approximately $ 23.2 million. The Company classifies this lease as an operating lease. As a result, the Company recorded a Right of Use Assets – Operating Leases and Lease Liabilities – Operating Leases of approximately $ 23.9 million and $ 23.2 million, respectively, on its Consolidated Balance Sheets at March 31, 2024. The ground lease had operating lease costs of approximately $ 87,000 for the three months ended September 30, 2024 and approximately $ 0.2 million for the period from March 28, 2024 through September 30, 2024. The following table provides a maturity analysis for the air rights operating lease as of March 28, 2024 (in thousands): Operating Period from March 28, 2024 through December 31, 2024 $ — 2025 750 2026 750 2027 750 2028 25,826 2029 500 Thereafter 2,000 Total lease payments 30,576 Less: Interest portion 7,391 Present value of lease payments $ 23,185 The Company has a ground lease for the land underlying its residential property, The Skylyne, in Oakland, California. The Skylyne is a residential property consisting of 402 residential units and supporting retail space totaling approximately 331,000 net rentable square feet. The ground lease has approximately 92 -years remaining (including extension options) and provides the Company with the right to purchase the land subject to certain conditions. When the lease was executed in 2017, the purchase option was considered a bargain purchase option 26 Table of Contents and, as a result, the Company classified it as a finance lease and the Company assumed the lessor would exercise its right to require the Company to purchase the land in May 2024 for approximately $ 38.7 million. In May 2024 and as of the date of this report, the lessor has not exercised this option and the Company reassessed the accounting for the ground lease and determined that the purchase option continues to be considered a bargain purchase option and the ground lease will continue to be accounted for as a finance lease. The lease requires monthly base rental payments of a nominal amount until the purchase occurs, which the Company now estimates will be in 2030. As a result of the reassessment, the lease liability was remeasured and reduced to approximately $ 0.1 million. In conjunction with the reduction in the lease liability, the right of use asset was reduced to $ 0 and the difference between the lease liability and right of use asset of approximately $ 9.5 million was recorded as a decrease to interest expense for the nine months ended September 30, 2024. There can be no assurance that this transaction will be consummated on the terms currently contemplated or at all. 5. Investments in Unconsolidated Joint Ventures The investments in unconsolidated joint ventures consist of the following at September 30, 2024 and December 31, 2023: Carrying Value of Investment (1) Entity Properties Nominal % Ownership September 30, 2024 December 31, 2023 (in thousands) Square 407 Limited Partnership Market Square North 50.00 % $ ( 12,042 ) $ ( 5,996 ) 901 New York, LLC 901 New York Avenue 25.00 % (2) — ( 11,764 ) WP Project Developer LLC Wisconsin Place Land and Infrastructure 33.33 % (3) 29,969 30,375 500 North Capitol Venture LLC 500 North Capitol Street, NW 30.00 % ( 11,630 ) ( 10,253 ) 501 K Street LLC 1001 6th Street 50.00 % 45,955 44,774 Podium Developer LLC The Hub on Causeway - Podium 50.00 % 42,916 45,201 Residential Tower Developer LLC Hub50House 50.00 % 38,116 40,235 Hotel Tower Developer LLC The Hub on Causeway - Hotel Air Rights 50.00 % 14,076 13,494 Office Tower Developer LLC 100 Causeway Street 50.00 % 56,055 57,660 1265 Main Office JV LLC 1265 Main Street 50.00 % 3,515 3,585 BNY Tower Holdings LLC Dock 72 50.00 % (4) ( 7,065 ) ( 11,890 ) CA-Colorado Center, LLC Colorado Center 50.00 % 234,972 237,815 7750 Wisconsin Avenue LLC 7750 Wisconsin Avenue 50.00 % 48,814 50,064 BP-M 3HB Venture LLC 3 Hudson Boulevard 25.00 % 113,288 115,103 Platform 16 Holdings LP Platform 16 55.00 % 55,381 45,564 Gateway Portfolio Holdings LLC Gateway Commons 50.00 % 393,679 376,834 Rosecrans-Sepulveda Partners 4, LLC Beach Cities Media Campus 50.00 % 27,051 27,034 Safeco Plaza REIT LLC Safeco Plaza 33.67 % (5) 47,510 44,734 360 PAS Holdco LLC 360 Park Avenue South 71.11 % (6) 69,538 42,988 PR II/BXP Reston Gateway LLC Skymark - Reston Next Residential 20.00 % 15,359 15,184 751 Gateway Holdings LLC 751 Gateway 49.00 % 98,882 93,411 200 Fifth Avenue JV LLC 200 Fifth Avenue 26.69 % 68,563 75,718 ABXP Worldgate Investments LLC 13100 and 13150 Worldgate Drive 50.00 % 18,247 17,546 $ 1,391,149 $ 1,337,416 _______________ (1) Investments with deficit balances aggregating approximately $ 30.7 million and $ 39.9 million at September 30, 2024 and December 31, 2023, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets. (2) At December 31, 2023, the Company’s economic ownership was approximately 50 %. On January 8, 2024, the Company completed the acquisition of its joint venture partner’s 50 % economic ownership interest for a gross purchase price of 27 Table of Contents $ 10.0 million, as described in Note 3 and this Note 5. Since then, the Company accounts for its assets, liabilities and operations on a consolidated basis. (3) The Company’s wholly-owned subsidiary that owns Wisconsin Place Office also owns a 33.33 % interest in the joint venture entity that owns the land, parking garage and infrastructure of the project. (4) This property includes net equity balances from the amenity joint venture. (5) The Company’s ownership includes (1) a 33.0 % direct interest in the joint venture, and (2) an additional 1 % interest in each of the two entities through which each partner owns its interest in the joint venture. (6) The Company’s ownership includes (1) a 35.79 % direct interest in the joint venture, (2) an additional 35.02 % indirect ownership in the joint venture, and (3) an additional 1 % interest in the entity through which the partner owns its interest in the joint venture. Certain of the Company’s unconsolidated joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint ventures. Under certain of the Company’s joint venture agreements, if certain return thresholds are achieved, the partners or the Company will be entitled to an additional promoted interest or payments. The combined summarized balance sheets of the Company’s unconsolidated joint ventures are as follows: September 30, 2024 December 31, 2023 (in thousands) ASSETS Real estate and development in process, net (1) $ 5,756,008 $ 5,811,763 Other assets (2) 651,956 682,291 Total assets $ 6,407,964 $ 6,494,054 LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY Mortgage and notes payable, net $ 3,198,547 $ 3,351,873 Other liabilities (3) 294,795 361,357 Members’/Partners’ equity 2,914,622 2,780,824 Total liabilities and members’/partners’ equity $ 6,407,964 $ 6,494,054 Company’s share of equity $ 1,334,102 $ 1,278,483 Basis differentials (4) 57,047 58,933 Carrying value of the Company’s investments in unconsolidated joint ventures (5) $ 1,391,149 $ 1,337,416 _______________ (1) At September 30, 2024 and December 31, 2023, this amount included right of use assets - operating leases totaling approximately $ 19.2 million and $ 20.1 million, respectively. (2) At September 30, 2024 and December 31, 2023, this amount included sales-type lease receivable, net totaling approximately $ 14.1 million and $ 13.9 million, respectively. (3) At September 30, 2024 and December 31, 2023, this amount included lease liabilities - operating leases totaling approximately $ 30.5 million. (4) This amount represents the aggregate difference between the Company’s historical cost basis and the basis reflected at the joint venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials result from impairments of investments, acquisitions through joint ventures with no change in control and upon the transfer of assets that were previously owned by the Company into a joint venture. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the joint venture level. The Company’s basis differences include: September 30, 2024 December 31, 2023 Property (in thousands) Colorado Center $ 296,758 $ 298,906 200 Fifth Avenue 51,779 58,308 Gateway Commons 51,009 48,971 Safeco Plaza ( 29,032 ) ( 29,678 ) 360 Park Avenue South ( 114,202 ) ( 116,534 ) Dock 72 ( 92,930 ) ( 95,521 ) Platform 16 ( 142,670 ) ( 143,052 ) These basis differentials (excluding land) will be amortized over the remaining lives of the related assets and liabilities. 28 Table of Contents (5) Investments with deficit balances aggregating approximately $ 30.7 million and $ 39.9 million at September 30, 2024 and December 31, 2023, respectively, are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets. The combined summarized statements of operations of the Company’s unconsolidated joint ventures are as follows: Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 (in thousands) Total revenue (1) $ 128,435 $ 153,551 $ 378,981 $ 469,745 Expenses Operating 53,280 65,119 148,929 183,348 Transaction costs 53 78 61 179 Depreciation and amortization 41,082 49,840 118,901 151,051 Total expenses 94,415 115,037 267,891 334,578 Other income (expense) Loss from early extinguishment of debt — — — ( 3 ) Interest expense ( 45,244 ) ( 60,737 ) ( 132,106 ) ( 176,786 ) Unrealized gain (loss) on derivative instruments ( 19,172 ) 10,242 ( 8,212 ) 14,089 Net loss $ ( 30,396 ) $ ( 11,981 ) $ ( 29,228 ) $ ( 27,533 ) Company’s share of net loss $ ( 9,319 ) $ ( 4,476 ) $ ( 9,105 ) $ ( 10,739 ) Gain on investment (2) — 35,756 — 35,756 Gain on sale / consolidation — — 21,696 — Impairment losses on investments (3) — ( 272,603 ) — ( 272,603 ) Basis differential (4) 2,308 ( 6,233 ) ( 6,215 ) ( 14,207 ) Income (loss) from unconsolidated joint ventures $ ( 7,011 ) $ ( 247,556 ) $ 6,376 $ ( 261,793 ) _______________ (1) Includes straight-line rent adjustments of approximately $ 2.6 million and $ 7.7 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $ 16.5 million and $ 20.9 million for the nine months ended September 30, 2024 and 2023, respectively. (2) During the three months ended September 30, 2023, the Company completed a restructuring of its ownership in Metropolitan Square. (3) During the three and nine months ended September 30, 2023, the Company recognized an other-than-temporary impairment loss on its investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza aggregating approximately $ 272.6 million. (4) Includes depreciation and amortization of approximately $ 3.9 million and $ 4.1 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $ 6.8 million and $ 7.8 million for the nine months ended September 30, 2024 and 2023, respectively. Includes unrealized loss on derivative instruments of approximately $ 5.1 million and $ 2.7 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $ 4.9 million and $ 6.6 million for the nine months ended September 30, 2024 and 2023, respectively. Includes straight-line rent adjustments of approximately $ 0.3 million and $ 0.4 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $ 1.0 million and $ 1.1 million for the nine months ended September 30, 2024 and 2023, respectively. Also includes net above-/below-market rent adjustments of approximately $ 0.2 million for the three months ended September 30, 2024 and 2023, and approximately $ 0.6 million for the nine months ended September 30, 2024 and 2023. On January 2, 2024, a joint venture in which the Company has a 50 % interest partially placed in-service 651 Gateway, an approximately 327,000 net rentable square foot laboratory/life sciences project in South San Francisco, California. 29 Table of Contents On January 8, 2024, the Company acquired its joint venture partner’s 50 % economic ownership interest in the joint venture that owns 901 New York Avenue, located in Washington, DC, for a gross purchase price of $ 10.0 million in cash (See Note 3). Prior to the acquisition, the Company had a 50 % economic ownership interest in the joint venture and accounted for it under the equity method of accounting. The acquisition resulted in the Company having full ownership of the joint venture such that the Company now accounts for its assets, liabilities, and operations on a consolidated basis in its financial statements instead of under the equity method of accounting. As a result, the Company recognized a gain on consolidation of approximately $ 21.8 million. On February 6, 2024, a joint venture in which the Company owns a 25 % interest extended the maturity date of the loan collateralized by its 3 Hudson Boulevard property. At the time of the extension, the loan had an outstanding principal balance totaling $ 80.0 million and was scheduled to mature on February 9, 2024. The extended loan was scheduled to mature on May 9, 2024 . On May 8, 2024, the loan was extended 30 days and on June 7, 2024, the loan was extended an additional 60 days. The extended loan continued to bear interest at a variable rate equal to Term SOFR plus approximately 3.61 % per annum and was scheduled to mature on August 7, 2024 . As of September 30, 2024, the loan was in a maturity default and had an outstanding balance, including accrued and unpaid interest and default interest of approximately $ 116.0 million. The Company is the lender of the loan and the loan is reflected as Related Party Note Receivables, Net on the Company’s Consolidated Balance Sheets. 3 Hudson Boulevard consists of land and improvements held for future development located in New York, New York. On February 9, 2024, a joint venture in which the Company owns a 50 % interest exercised an option to extend the maturity date of the construction loan collateralized by its 7750 Wisconsin Avenue property. The construction loan had a total commitment amount of approximately $ 252.6 million. The extended loan continues to bear interest at a variable rate equal to Term SOFR plus 1.35 % per annum and matures on April 26, 2025 . At the time of the extension, the loan had an outstanding balance totaling approximately $ 251.6 million and was scheduled to mature on April 26, 2024. 7750 Wisconsin Avenue is an office property with approximately 736,000 net rentable square feet located in Bethesda, Maryland. On July 12, 2024, a joint venture in which the Company has a 20 % ownership interest partially placed in-service Skymark, a luxury residential property located in Reston, Virginia, that consists of 508 residential units aggregating approximately 417,000 net rentable square feet across a five -story low-rise building and an iconic 39 -story tower, which is one of the tallest buildings in Northern Virginia. On July 18, 2024, a joint venture in which the Company has a 50 % ownership interest extended by one year the maturity date of its loan collateralized by 100 Causeway Street. At the time of the extension, the loan had an outstanding balance totaling approximately $ 333.6 million, bore interest at Term SOFR plus 1.48 % per annum, and was scheduled to mature on September 5, 2024. Following the extension, the loan will continue to bear interest at Term SOFR plus 1.48 % per annum, and is scheduled to mature on September 5, 2025 . 100 Causeway Street is an approximately 634,000 net rentable square foot office property located in Boston, Massachusetts. On August 7, 2024, a joint venture in which the Company has a 71.11 % ownership interest partially placed in-service 360 Park Avenue South, a 20-story, office building with ground floor retail located in New York City, New York, aggregating approximately 450,000 net rentable square feet. 6. Debt Mortgage Notes Payable On January 8, 2024, the Company acquired its joint venture partner’s 50 % economic ownership interest in the joint venture that owns 901 New York Avenue located in Washington, DC (See Note 3). The property is subject to existing mortgage indebtedness. At acquisition, the mortgage loan had an outstanding principal balance of approximately $ 207.1 million, bore interest at 3.61 % per annum and was scheduled to mature on January 5, 2025 . The mortgage loan was recorded at a fair value of approximately $ 198.7 million. On January 11, 2024, the Company modified the mortgage loan to provide for two extension options totaling five years of additional term, each subject to certain conditions. 30 Table of Contents Unsecured Senior Notes The following summarizes the unsecured senior notes outstanding as of September 30, 2024 (dollars in thousands): Coupon/Stated Rate Effective Rate(1) Principal Amount Maturity Date(2) 7 Year Unsecured Senior Notes 3.200 % 3.350 % $ 850,000 January 15, 2025 10 Year Unsecured Senior Notes 3.650 % 3.766 % 1,000,000 February 1, 2026 10 Year Unsecured Senior Notes 2.750 % 3.495 % 1,000,000 October 1, 2026 5 Year Unsecured Senior Notes 6.750 % 6.924 % 750,000 December 1, 2027 10 Year Unsecured Senior Notes 4.500 % 4.628 % 1,000,000 December 1, 2028 10 Year Unsecured Senior Notes 3.400 % 3.505 % 850,000 June 21, 2029 10.5 Year Unsecured Senior Notes 2.900 % 2.984 % 700,000 March 15, 2030 10.75 Year Unsecured Senior Notes 3.250 % 3.343 % 1,250,000 January 30, 2031 11 Year Unsecured Senior Notes 2.550 % 2.671 % 850,000 April 1, 2032 12 Year Unsecured Senior Notes 2.450 % 2.524 % 850,000 October 1, 2033 10.7 Year Unsecured Senior Notes 6.500 % 6.619 % 750,000 January 15, 2034 10 Year Unsecured Senior Notes 5.750 % 5.842 % 850,000 January 15, 2035 Total principal 10,700,000 Less: Net unamortized discount 11,580 Deferred financing costs, net 46,387 Total $ 10,642,033 _______________ (1) Yield on issuance date including the effects of discounts on the notes, settlements of interest rate contracts and the amortization of financing costs. (2) No principal amounts are due prior to maturity. On February 1, 2024, BPLP repaid $ 700.0 million in aggregate principal amount of its 3.800 % senior notes due February 1, 2024. The repayment was completed with available cash and the $ 600.0 million proceeds from the mortgage loan entered into on October 26, 2023. The repayment price was approximately $ 713.3 million, which was equal to the stated principal plus approximately $ 13.3 million of accrued and unpaid interest to, but not including, the repayment date. Excluding the accrued and unpaid interest, the repayment price was equal to the principal amount being repaid. On August 26, 2024, BPLP completed a public offering of $ 850.0 million in aggregate principal amount of its 5.750 % unsecured senior notes due 2035. The notes were priced at 99.961 % of the principal amount to yield an effective rate (including financing fees) of approximately 5.842 % per annum to maturity. The notes will mature on January 15, 2035, unless earlier redeemed. The aggregate net proceeds from the offering were approximately $ 841.9 million after deducting underwriting discounts and transaction expenses. Unsecured Credit Facility BPLP’s unsecured revolving credit facility (the “2021 Credit Facility”) provides for borrowings of up to $ 2.0 billion, as described below in this Note 6, through BPLP’s revolving facility, subject to customary conditions. The 2021 Credit Facility matures on June 15, 2026 and includes a sustainability-linked pricing component. Under the 2021 Credit Facility, BPLP had the option to increase the original total commitment of $ 1.5 billion by up to an additional $ 500.0 million by increasing the amount of the Revolving Facility and/or by incurring one or more term loans, in each case, subject to syndication of the increase and other conditions (the “Accordion Option”). On September 28, 2023, BPLP exercised a portion of the Accordion Option which increased the then maximum borrowing amount under the 2021 Credit Facility from $ 1.5 billion to $ 1.815 billion. On April 29, 2024, BPLP exercised the remainder of the Accordion Option and further increased the maximum borrowing amount under the 2021 Credit Facility to $ 2.0 billion. All other terms of the 2021 Credit Facility remain unchanged. 31 Table of Contents At September 30, 2024, BPLP had no amount outstanding under the 2021 Credit Facility. The 2021 Credit Facility is used as a backstop for BPLP’s $ 500.0 million unsecured commercial paper program (See “ Unsecured Commercial Paper” below). As such, BPLP intends to maintain, at a minimum, availability under the 2021 Credit Facility in an amount equal to the amount of unsecured commercial paper notes outstanding. Unsecured Term Loans On January 4, 2023, BPLP entered into a credit agreement that provided for a $ 1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”). Upon entry into the credit agreement, BPLP exercised its option to draw $ 1.2 billion under the 2023 Unsecured Term Loan. On April 29, 2024, BPLP repaid $ 500.0 million of the outstanding balance under the 2023 Unsecured Term Loan from the proceeds of its unsecured commercial paper program (See “ Unsecured Commercial Paper ” below). At September 30, 2024, BPLP had $ 700.0 million of principal outstanding under the 2023 Unsecured Term Loan. Under the credit agreement governing the 2023 Unsecured Term Loan, BPLP may, at any time prior to the maturity date, increase total commitments by up to an additional $ 300.0 million in aggregate principal amount by increasing the existing 2023 Unsecured Term Loan or incurring one or more additional term loans, in each case, subject to syndication of the increase and other conditions. The 2023 Unsecured Term Loan had an initial maturity date of May 16, 2024 , with one 12 -month extension option, subject to customary conditions. On May 16, 2024, BPLP exercised its option to extend the maturity date of the 2023 Unsecured Term Loan to May 16, 2025 . All other terms of the 2023 Unsecured Term Loan remain unchanged. On September 27, 2024, BPLP entered into a credit agreement that provides for a $ 100.0 million unsecured term loan facility (the “2024 Unsecured Term Loan”) with a lender (the “Lender”) under the mortgage loan collateralized by the Company’s Santa Monica Business Park properties located in Santa Monica, California (the “SMBP Loan”). Upon entry into the credit agreement, BPLP exercised its option to draw $ 100.0 million under the 2024 Unsecured Term Loan. The proceeds were used to repay the portion of the SMBP Loan held by the Lender. After the repayment, the SMBP Loan had a remaining principal balance of $ 200.0 million (See Note 14). The 2024 Unsecured Term Loan matures on September 26, 2025 with three , one -year extension options, subject to customary conditions. At BPLP’s option, loans under the 2024 Unsecured Term Loan will bear interest at a rate per annum equal to (1) a base rate equal to the highest of (a) zero , (b) Prime Rate, (c) the Federal Funds effective rate plus 0.50 %, and (d) Term SOFR for a one-month period plus 1.10 %, in each case, plus a margin ranging from 0 to 60 basis points based on BPLP’s credit rating; or (2) a rate equal to adjusted Term SOFR or Daily Simple SOFR with a one-month period plus a margin ranging from 75 to 160 basis points based on BPLP’s credit rating. Based on BPLP’s September 30, 2024 credit rating, the 2024 Unsecured Term Loan bears interest at a rate equal to Daily Simple SOFR plus 1.05 % per annum. The 2024 Unsecured Term Loan is subject to an existing interest rate swap to fix Daily Simple SOFR at a fixed rate of approximately 2.688 % per annum for a period that ends on April 1, 2025 (See Note 7). At September 30, 2024, BPLP had $ 100.0 million of principal outstanding under the 2024 Unsecured Term Loan. The 2023 and 2024 Unsecured Term Loans contain customary representations and warranties, affirmative and negative covenants and events of default provisions, including the failure to pay indebtedness, breaches of covenants and bankruptcy and other insolvency events, which could result in the acceleration of the obligation to repay any outstanding amount under the 2023 and 2024 Unsecured Term Loans. Among other covenants, the 2023 and 2024 Unsecured Term Loans require that BPLP maintain on an ongoing basis: (1) a leverage ratio not to exceed 60 %, however, the leverage ratio may increase to no greater than 65 % provided that it is reduced back to 60 % within one year, (2) a secured debt leverage ratio not to exceed 55 %, (3) a fixed charge coverage ratio of at least 1.40 to 1.00 , (4) an unsecured debt leverage ratio not to exceed 60 %, however, the unsecured debt leverage ratio may increase to no greater than 65 % provided that it is reduced to 60 % within one year, (5) an unsecured debt interest coverage ratio of at least 1.75 to 1.00 and (6) limitations on permitted investments. At September 30, 2024, BPLP was in compliance with each of these financial and other covenant requirements. Unsecured Commercial Paper On April 17, 2024, BPLP established an unsecured commercial paper program. Under the terms of the program, BPLP may issue, from time to time, unsecured commercial paper notes up to a maximum aggregate amount outstanding at any one time of $ 500.0 million with varying maturities of up to one year . Amounts available 32 Table of Contents under the unsecured commercial paper program may be borrowed, repaid, and re-borrowed from time to time. The notes are sold in private placements and rank pari passu with all of BPLP’s other unsecured senior indebtedness, including its outstanding senior notes. The commercial paper program is backstopped by available capacity under the 2021 Credit Facility. At September 30, 2024, BPLP had an aggregate of $ 500.0 million of unsecured commercial paper notes outstanding that bore interest at a weighted-average rate of approximately 5.22 % per annum and had a weighted-average maturity of 34 days from the issuance date. 7. Derivative Instruments and Hedging Activities BPLP’s agreements with derivative counterparties contain provisions whereby if BPLP defaults on the underlying indebtedness, including defaults where repayment of the indebtedness has not been accelerated by the lender, then BPLP could also be declared in default of the swap derivative obligation. As of September 30, 2024, the Company had not posted any collateral related to the agreements. Effective Hedge Instruments BPLP assesses the effectiveness of its derivatives both at inception and on an ongoing basis. If the hedges are deemed to be effective, the fair value is recorded in “Accumulated other comprehensive loss” in the Company’s Consolidated Balance Sheets and is subsequently reclassified into “Interest expense” in the Company’s Consolidated Statements of Operations in the period that the hedged forecasted transactions affect earnings. BPLP’s derivative financial instruments are cash flow hedges that are designated as effective hedges, and they are carried at their estimated fair value on a recurring basis (See Note 2). The Company did not incur ineffectiveness during the three and nine months ended September 30, 2024. BPLP’s and SMBP LLC’s derivative contracts consisted of the following at September 30, 2024 (dollars in thousands): Derivative Instrument Aggregate Notional Amount Strike Rate Range Balance Sheet Location Effective Date Maturity Date Low High Fair Value BPLP: Interest Rate Swaps $ 600,000 December 15, 2023 October 26, 2028 3.790 % — 3.798 % Other liabilities $ ( 12,600 ) Interest Rate Swaps 100,000 September 27, 2024 April 1, 2025 2.688 % — 2.688 % Prepaid expenses and other assets 799 700,000 ( 11,801 ) SMBP LLC (1) Interest Rate Swaps 200,000 December 14, 2023 April 1, 2025 2.661 % — 2.688 % Prepaid expenses and other assets 1,610 $ 900,000 $ ( 10,191 ) _______________ (1) A consolidated subsidiary of the Company that is the borrower under the mortgage loan collateralized by its Santa Monica Business Park property. The following table presents the location in the financial statements of the gains or (losses) recognized as a result of the Company’s cash flow hedges for the three and nine months ended September 30, 2024 and 2023 (in thousands): Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 Amount of gain (loss) related to the effective portion recognized in other comprehensive income (1) $ ( 32,263 ) $ 5,459 $ ( 14,976 ) $ 13,886 Amount of gain (loss) related to the effective portion subsequently reclassified to earnings (2) $ 3,077 $ 1,677 $ 9,518 $ 5,026 Amount of gain (loss) related do the ineffective portion and amount excluded from effectiveness testing $ — $ — $ — $ — _______________ (1) Includes the Company’s share of gain (loss) related to the effective portion of derivatives outstanding at its unconsolidated joint venture properties. 33 Table of Contents (2) Includes amounts from previous interest rate programs. BPLP has formally documented all of its relationships between hedge instruments and hedging items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. While management believes its judgments are reasonable, a change in a derivative's effectiveness as a hedge could materially affect expenses, net income (loss) and equity. Ineffective Hedging Instruments During the year ended December 31, 2023, to satisfy a lender requirement, the Company entered into two agreements with the same third-party to purchase and sell a $ 600.0 million interest rate cap. The Company did not elect hedge accounting, and as such, any change in market value will be recognized in Gain (losses) from interest rate contracts in the Consolidated Statement of Operations. For the three and nine months ended September 30, 2024 and 2023, the Company recognized no impact to its Consolidated Statement of Operations from entering into these agreements. 8. Commitments and Contingencies General In the normal course of business, the Company guarantees its performance of services or indemnifies third parties against its negligence. In addition, in the normal course of business, the Company guarantees to certain tenants the obligations of the Company’s subsidiaries to pay tenant improvement allowances and brokerage commissions in connection with their leases and limited costs arising from delays in delivery of their premises. The Company had letter of credit and performance obligations related to lender and development requirements that total approximately $ 21.0 million at September 30, 2024. Certain of the Company’s joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint venture. From time to time, under certain of the Company’s joint venture agreements, if certain return thresholds are achieved, either the Company or its partners may be entitled to receive an additional promoted interest or payments. From time to time, the Company (or ventures in which the Company has an ownership interest) has agreed, and may in the future agree, to (1) guarantee portions of the principal, interest and other amounts in connection with their borrowings, (2) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with their borrowings and (3) provide guarantees to lenders, tenants and other third parties for the completion of development projects. The Company has agreements with its third-party joint venture partners whereby the partners agree to reimburse the joint venture for their share of any payments made under the guarantee. In some cases, the Company earns a fee from the applicable joint venture for providing the guarantee. In connection with the refinancing of 767 Fifth Avenue’s (the General Motors Building) secured loan by the Company’s consolidated joint venture entity, 767 Venture, LLC, the Company guaranteed the consolidated entity’s obligation to fund various reserves for tenant improvement costs and allowances, leasing commissions and free rent obligations in lieu of cash deposits. As of September 30, 2024, the maximum funding obligation under the guarantee was approximately $ 6.4 million. The Company earns a fee from the joint venture for providing the guarantee and has an agreement with the outside partners to reimburse the joint venture for their share of any payments made under the guarantee. As of September 30, 2024, no amounts related to the guarantee were recorded as liabilities in the Company’s consolidated financial statements. In connection with the sale of Metropolitan Square, an approximately 657,000 square foot office building in Washington, DC in which the Company had a 20 % equity interest, the Company agreed to become a co-lender of up to $ 20.0 million under a mezzanine loan. The mezzanine loan has a maximum principal amount of $ 100.0 million, and it is subordinate only to an existing senior loan. The mezzanine loan may be drawn upon for future lease-up, operating and other costs on an as-needed basis, and amounts borrowed will bear interest at a per annum rate of 12 %, compounded monthly. As of September 30, 2024, the Company has funded approximately $ 3.9 million under the mezzanine loan. 34 Table of Contents Legal Matters The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company. In connection with the acquisition of an office property in New York City in 2010, the Company entered into an agreement with the seller pursuant to which the seller could earn various fees based on the future leasing performance of the property. The Company initially accrued approximately $ 1.5 million as an estimate of the fees it would owe the seller. In 2020, the seller filed suit against the Company in the Supreme Court of the State of New York, County of New York, claiming that consideration significantly in excess of the initial reserve amount is owed under the agreement. The disagreement between the Company and the seller involves material issues of contract interpretation and, more importantly, the method of calculating fees, including various inputs (both facts and assumptions) that drive the calculations. In February 2024, the court granted the seller’s motion for summary judgement interpreting certain sections of the agreement in favor of the seller’s claims. The Company is disputing the seller’s calculations and intends to continue defending itself vigorously. However, there can be no assurance that the Company will prevail in the lawsuit. If the court ultimately agrees with the seller’s calculations, then amounts due to the seller could theoretically be as high as the additional $ 31 million claimed in the seller’s complaint, plus interest. Although the Company disputes those calculations, there can be no assurance that the Company’s ultimate liability will not be significantly greater than its established accrual. On April 26, 2024, Brammer Bio MA, LLC (“Brammer”), a subsidiary of Thermo Fisher Scientific Inc. and an abutter to the Company’s 290 Binney Street development project located in Cambridge, Massachusetts, filed a complaint in Superior Court in Suffolk County, Massachusetts against the Company relating to certain ongoing construction activities. In the first quarter of 2023, the Company commenced development of 290 Binney Street, an approximately 573,000 net rentable square foot laboratory/life sciences property that is 100 % pre-leased to AstraZeneca Pharmaceuticals (“AstraZeneca”). The Company has a 55 % interest in the joint venture that owns 290 Binney Street. Brammer subleases the premises at 250 Binney Street, the Company’s approximately 67,000 net rentable square foot life sciences property that is adjacent to 290 Binney Street. Brammer alleges that, as a result of the Company’s construction of 290 Binney Street, it is threatened with irreparable harm due to intrusion onto the 250 Binney Street premises and the loss of its property rights. Brammer also alleges that the 290 Binney Street development project has caused and is causing major disruption to its manufacturing operations, and that it has suffered and will continue to suffer damages in the form of losses to its clients and customers. Brammer brought the action for quiet title, breach of contract, trespass and nuisance, and it is seeking declaratory and injunctive relief and specific performance purportedly to protect its property interests in the premises located at 250 Binney Street. The Company believes it has meritorious defenses against Brammer’s claims and intends to defend against them vigorously. However, there can be no assurance the Company will prevail in the litigation. If the Company is enjoined from further construction activities, it could suffer delays in construction that could result in its failure to deliver a completed building on the schedule contemplated by the Company’s lease with AstraZeneca or at all, and this could result in owing financial penalties to AstraZeneca and other third parties. Although the Company is unable to estimate a range of loss for all related matters for which losses are reasonably possible, if the court grants injunctive relief or awards monetary damages to Brammer, it could have a material adverse effect on the Company’s results of operations and financial condition. On May 16, 2024, Brammer’s motion for a preliminary injunction was denied by the trial court. Brammer subsequently appealed that decision, electing pursuant to Massachusetts civil procedure rules to petition for appeals to both a single justice of the Massachusetts Appeals Court and to a full appellate panel. On July 16, 2024, the single justice assigned to the appeal issued an order declining to rule on the substance of the appeal petition, which means that the appeal will be decided by the full panel. A date has not yet been set for the full panel hearing. Insurance The Company’s property insurance program per occurrence limits are $ 1.0 billion for its portfolio insurance program, including coverage for acts of terrorism other than nuclear, biological, chemical or radiological terrorism (“Terrorism Coverage”). The Company also carries $ 1.35 billion of property insurance in excess of the $ 1.0 billion of coverage in the Company’s property insurance program for 601 Lexington Avenue, New York, New York, consisting 35 Table of Contents of $ 750 million of property and Terrorism Coverage in excess of the Company’s property insurance program and $ 600 million of Terrorism Coverage only in excess of the $ 1.75 billion of coverage. Certain properties, including the General Motors Building located at 767 Fifth Avenue in New York, New York (“767 Fifth Avenue”), are currently insured in separate insurance programs. The property insurance program per occurrence limits for 767 Fifth Avenue are $ 1.625 billion, including Terrorism Coverage. The Company also currently carries nuclear, biological, chemical and radiological terrorism insurance coverage for acts of terrorism certified under the Federal Terrorism Risk Insurance Act (as amended, “TRIA”) (“NBCR Coverage”), which is provided by IXP as a direct insurer, for the properties in the Company’s portfolio, including 767 Fifth Avenue, but excluding certain other properties owned in joint ventures with third parties or which the Company manages. The per occurrence limit for NBCR Coverage is $ 1.0 billion. Under TRIA, after the payment of the required deductible and coinsurance, the NBCR Coverage provided by IXP is backstopped by the Federal Government if the aggregate industry insured losses resulting from a certified act of terrorism exceed a “program trigger.” The program trigger is $ 200 million, the coinsurance is 20 % and the deductible is 20 % of the premiums earned by the insurer for the year prior to a claim. If the Federal Government pays out for a loss under TRIA, it is mandatory that the Federal Government recoup the full amount of the loss from insurers offering TRIA coverage after the payment of the loss pursuant to a formula in TRIA. The Company may elect to terminate the NBCR Coverage if the Federal Government seeks recoupment for losses paid under TRIA, if TRIA is not extended after its expiration on December 31, 2027, if there is a change in its portfolio or for any other reason. The Company intends to continue to monitor the scope, nature and cost of available terrorism insurance. The Company also currently carries earthquake insurance on its properties located in areas known to be subject to earthquakes. Specifically, the Company currently carries earthquake insurance which covers its San Francisco and Los Angeles regions with a $ 330 million per occurrence limit, and a $ 330 million annual aggregate limit, $ 30 million of which is provided by IXP, as a direct insurer. This insurance is subject to a deductible in the amount of 5 % of the value of the affected property. In addition, the Company currently carries earthquake insurance which covers its Seattle region with a $ 110 million per occurrence limit, and a $ 110 million annual aggregate limit. This insurance is subject to a deductible in the amount of 2 % of the value of the affected property. The amount of the Company’s earthquake insurance coverage may not be sufficient to cover losses from earthquakes. In addition, the amount of earthquake coverage could impact the Company’s ability to finance properties subject to earthquake risk. The Company may discontinue earthquake insurance or change the structure of its earthquake insurance program on some or all of its properties in the future if the premiums exceed the Company’s estimation of the value of the coverage. IXP, a captive insurance company which is a wholly-owned subsidiary of the Company, acts as a direct insurer with respect to a portion of the Company’s earthquake insurance coverage for its Greater San Francisco and Los Angeles properties and the Company’s NBCR Coverage. Insofar as the Company owns IXP, it is responsible for its liquidity and capital resources, and the accounts of IXP are part of the Company’s consolidated financial statements. In particular, if a loss occurs which is covered by the Company’s NBCR Coverage but is less than the applicable program trigger under TRIA, IXP would be responsible for the full amount of the loss without any backstop by the Federal Government. IXP would also be responsible for any recoupment charges by the Federal Government in the event losses are paid out and its insurance policy is maintained after the payout by the Federal Government. If the Company experiences a loss and IXP is required to pay under its insurance policy, the Company would ultimately record the loss to the extent of the required payment. Therefore, insurance coverage provided by IXP should not be considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance. In addition, BPLP has issued a guarantee to cover liabilities of IXP in the amount of $ 20.0 million. The Company continues to monitor the state of the insurance market in general, and the scope and costs of coverage for acts of terrorism, earthquakes, pandemics and cybersecurity incidents, in particular, but the Company cannot anticipate what coverage will be available on commercially reasonable terms in future policy years. There are other types of losses, such as from wars, for which the Company cannot obtain insurance at all or at a reasonable cost. With respect to such losses and losses from acts of terrorism, earthquakes, pandemics or other catastrophic events, if the Company experiences a loss that is uninsured or that exceeds policy limits, the Company could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties. Depending on the specific circumstances of each affected property, it is possible that the Company could be liable for mortgage indebtedness or other obligations related to the property. Any such loss could materially and adversely affect the Company’s business, financial condition and results of operations. 36 Table of Contents 9. Noncontrolling Interests Noncontrolling interests relate to the interests in BPLP not owned by BXP and interests in consolidated property partnerships not wholly-owned by the Company. As of September 30, 2024, the noncontrolling interests in BPLP consisted of the following: OP Units LTIP Units (1) 2022 MYLTIP Units 2023 MYLTIP Units 2024 MYLTIP Units 15,926,014 2,336,797 252,151 322,053 330,479 __________ (1) Includes 617,961 LTIP Units earned by employees under the Company’s multi-year long-term incentive awards granted between 2012 and 2021 (i.e., 2012 OPP and 2013 - 2021 MYLTIP awards). Noncontrolling Interest—Common Units During the nine months ended September 30, 2024, 951,881 OP Units were presented by the holders for redemption (including an aggregate of 105,814 OP Units issued upon conversion of LTIP Units, 2012 OPP Units and MYLTIP Units) and were redeemed by BXP in exchange for an equal number of shares of Common Stock. At September 30, 2024, BPLP had outstanding the 2022 - 2024 MYLTIP Units. Prior to the end of the respective three -year performance period for each plan, holders of MYLTIP Units are entitled to receive per unit distributions equal to one-tenth ( 10 %) of the regular quarterly distributions payable on an OP Unit, but will not be entitled to receive any special distributions. After the three-year performance period for each plan has ended, (1) the number of MYLTIP Units, both vested and unvested, that MYLTIP award recipients have earned, if any, based on the establishment of a performance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an OP Unit and (2) with respect to the 2022 - 2024 MYLTIP Units, the Company will make a “catch-up” cash payment on the MYLTIP Units that are ultimately earned in an amount equal to the regular and special dividends, if any, declared during the performance period on a number of shares of Common Stock agreed to the number of 2022 - 2024 MYLTIP Units that are earned, less the distributions actually paid during the performance period on all of the awarded 2022 - 2024 MYLTIP Units. On February 1, 2024, the measurement period for the Company’s 2021 MYLTIP awards ended and, based on BXP’s absolute and relative TSR performance, the final payout was determined to be 112 % of target, or an aggregate of approximately $ 12.6 million (after giving effect to employee separations). As a result, an aggregate of 155,625 2021 MYLTIP Units that had been previously granted were automatically forfeited. The following table presents BPLP’s distributions on the OP Units and LTIP Units and MYLTIP Units paid or declared in 2024 and during the nine months ended September 30, 2023: Record Date Payment Date Distributions per OP Unit and LTIP Unit Distributions per MYLTIP Unit September 30, 2024 October 31, 2024 $ 0.98 $ 0.098 June 28, 2024 July 31, 2024 $ 0.98 $ 0.098 March 28, 2024 April 30, 2024 $ 0.98 $ 0.098 December 29, 2023 January 30, 2024 $ 0.98 $ 0.098 September 29, 2023 October 31, 2023 $ 0.98 $ 0.098 June 30, 2023 July 31, 2023 $ 0.98 $ 0.098 March 31, 2023 April 28, 2023 $ 0.98 $ 0.098 December 30, 2022 January 30, 2023 $ 0.98 $ 0.098 A holder of an OP Unit may present the OP Unit to BPLP for redemption at any time (subject to restrictions agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, BPLP must redeem the OP Unit for cash equal to the then value of a share of Common Stock of BXP. BXP may, in its sole discretion, elect to assume and satisfy the redemption obligation by paying either cash or issuing one share of Common Stock. The value of the OP Units (other than OP Units owned by BXP), and LTIP Units (including the 2012 OPP Units and 2013 - 2021 MYLTIP Units), assuming in each case that all conditions had been met for the conversion thereof, had all of such units been redeemed at September 30, 2024 was approximately $ 1.5 billion 37 Table of Contents based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 80.46 per share on September 30, 2024. Noncontrolling Interests—Property Partnerships The noncontrolling interests in property partnerships consist of the outside equity interests in ventures that are consolidated with the financial results of the Company because the Company exercises control over the entities that own the properties. The equity interests in these ventures that are not owned by the Company, totaling approximately $ 1.9 billion and $ 1.6 billion at September 30, 2024 and December 31, 2023, respectively, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets. On March 21, 2024, the Company completed the sale of a 45 % interest in 290 Binney Street in Cambridge, Massachusetts.  The institutional investor funded approximately $ 97.2 million in cash at closing, which is less than 45 % of the agreed upon carrying value of the property immediately prior to the transaction.  The institutional investor will fund all construction costs until its equity balance is proportionate to its ownership percentage, after which the Company and the institutional investor will fund the development project based on their respective ownership interests.  The Company retains a 55 % ownership interest in the joint venture.  The transaction did not qualify as a sale of real estate for financial reporting purposes as the Company continues to effectively control the property and thus will continue to account for the property on a consolidated basis in its financial statements and no gain was recognized in the Consolidated Statements of Operations.  The Company provides customary development, property management and leasing services to the joint venture.  The Company has accounted for the transaction as an equity transaction and as of March 21, 2024 has recognized noncontrolling interest in its Consolidated Balance Sheets totaling approximately $ 104.6 million, which is equal to 45 % of the aggregate carrying value of the total equity of the property immediately prior to the transaction.  The difference between the cash proceeds received and the noncontrolling interest recognized, which was approximately $ 7.5 million, has been reflected as a decrease in additional paid-in capital in the Company’s Consolidated Balance Sheets.  At the end of each reporting period, there will be a reallocation of the partners’ equity balances such that the ending balance in each partners’ capital account reflects each partners’ claim on net assets. These adjustments will impact additional paid-in capital and noncontrolling interest in property partnerships in the Company’s Consolidated Balance Sheets. For the three and nine months ended September 30, 2024, the adjustment was approximately $( 27.1 ) million and $ 7.8 million, respectively.  290 Binney Street is an approximately 573,000 net rentable square foot laboratory/life sciences development project located in Cambridge, Massachusetts.  The  development project is 100 % pre-leased to a life sciences company.    10. Stockholders’ Equity / Partners’ Capital As of September 30, 2024, BXP had 157,979,898 shares of Common Stock outstanding. As of September 30, 2024, BXP owned 1,762,427 general partnership units and 156,217,471 limited partnership units in BPLP. On May 17, 2023, BXP renewed its “at the market” (“ATM”) stock offering program through which it may sell from time to time up to an aggregate of $ 600.0 million of its Common Stock through sales agents over a three -year period. Under the ATM stock offering program, BXP may also engage in forward sale transactions with affiliates of certain sales agents for the sale of its Common Stock on a forward basis. This program replaced BXP’s prior $ 600.0 million ATM stock offering program that was scheduled to expire on May 22, 2023. BXP intends to use the net proceeds from any offering for general business purposes, which may include investment opportunities and debt reduction. No shares of Common Stock have been issued under this ATM stock offering program. During the nine months ended September 30, 2024, BXP issued 951,881 shares of Common Stock in connection with the redemption of an equal number of redeemable OP Units from limited partners. 38 Table of Contents The following table presents BXP’s dividends per share and BPLP’s distributions per OP Unit and LTIP Unit paid or declared in 2024 and during the nine months ended September 30, 2023: Record Date Payment Date Dividend (Per Share) Distribution (Per Unit) September 30, 2024 October 31, 2024 $ 0.98 $ 0.98 June 28, 2024 July 31, 2024 $ 0.98 $ 0.98 March 28, 2024 April 30, 2024 $ 0.98 $ 0.98 December 29, 2023 January 30, 2024 $ 0.98 $ 0.98 September 29, 2023 October 31, 2023 $ 0.98 $ 0.98 June 30, 2023 July 31, 2023 $ 0.98 $ 0.98 March 31, 2023 April 28, 2023 $ 0.98 $ 0.98 December 30, 2022 January 30, 2023 $ 0.98 $ 0.98 11. Segment Information The following tables present reconciliations of Net Income (Loss) Attributable to BXP, Inc. to the Company’s share of Net Operating Income and Net Income (Loss) Attributable to Boston Properties Limited Partnership to the Company’s share of Net Operating Income for the three and nine months ended September 30, 2024 and 2023. BXP Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 (in thousands) Net income (loss) attributable to BXP, Inc. $ 83,628 $ ( 111,826 ) $ 243,126 $ 70,290 Add: Noncontrolling interest—common units of the Operating Partnership 9,587 ( 12,626 ) 28,596 8,642 Noncontrolling interests in property partnerships 15,237 20,909 50,283 59,337 Interest expense 163,194 147,812 474,727 424,492 Impairment loss — — 13,615 — Net operating income from unconsolidated joint ventures 31,919 39,165 98,936 122,175 Depreciation and amortization expense 222,890 207,435 661,148 618,746 Transaction costs 188 751 890 1,970 Payroll and related costs from management services contracts 3,649 3,906 12,090 13,750 General and administrative expense 33,352 31,410 127,479 131,387 Less: Net operating income attributable to noncontrolling interests in property partnerships 44,487 50,047 138,448 145,102 Unrealized gain (loss) on non-real estate investment 94 ( 51 ) 548 332 Gains (losses) from investments in securities 2,198 ( 925 ) 4,785 2,311 Interest and other income (loss) 14,430 20,715 39,747 48,999 Gains on sales of real estate 517 517 517 517 Income (loss) from unconsolidated joint ventures ( 7,011 ) ( 247,556 ) 6,376 ( 261,793 ) Direct reimbursements of payroll and related costs from management services contracts 3,649 3,906 12,090 13,750 Development and management services revenue 6,770 9,284 19,276 28,122 Company’s share of Net Operating Income $ 498,510 $ 490,999 $ 1,489,103 $ 1,473,449 39 Table of Contents BPLP Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 (in thousands) Net income (loss) attributable to Boston Properties Limited Partnership $ 94,919 $ ( 122,696 ) $ 276,826 $ 84,232 Add: Noncontrolling interests in property partnerships 15,237 20,909 50,283 59,337 Interest expense 163,194 147,812 474,727 424,492 Impairment loss — — 13,615 — Net operating income from unconsolidated joint ventures 31,919 39,165 98,936 122,175 Depreciation and amortization expense 221,186 205,679 656,044 613,446 Transaction costs 188 751 890 1,970 Payroll and related costs from management services contracts 3,649 3,906 12,090 13,750 General and administrative expense 33,352 31,410 127,479 131,387 Less: Net operating income attributable to noncontrolling interests in property partnerships 44,487 50,047 138,448 145,102 Unrealized gain (loss) on non-real estate investment 94 ( 51 ) 548 332 Gains (losses) from investments in securities 2,198 ( 925 ) 4,785 2,311 Interest and other income (loss) 14,430 20,715 39,747 48,999 Gains on sales of real estate 517 517 517 517 Income (loss) from unconsolidated joint ventures ( 7,011 ) ( 247,556 ) 6,376 ( 261,793 ) Direct reimbursements of payroll and related costs from management services contracts 3,649 3,906 12,090 13,750 Development and management services revenue 6,770 9,284 19,276 28,122 Company’s share of Net Operating Income $ 498,510 $ 490,999 $ 1,489,103 $ 1,473,449 Net operating income (“NOI”) is a non-GAAP financial measure equal to net income (loss) attributable to BXP, Inc. and net income (loss) attributable to Boston Properties Limited Partnership, as applicable, the most directly comparable GAAP financial measures, plus (1) net income (loss) attributable to noncontrolling interests, interest expense, impairment loss, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts and corporate general and administrative expense less (2) unrealized gain (loss) on non-real estate investment, gains (losses) from investments in securities, interest and other income (loss), gains on sales of real estate, income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue. The Company believes NOI is useful to investors as a performance measure and believes it provides useful information to investors regarding its results of operations and financial condition because, when compared across periods, it reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income (loss) attributable to BXP, Inc. and net income (loss) attributable to Boston Properties Limited Partnership. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. Similarly, interest expense may be incurred at the property level even though the financing proceeds may be used at the corporate level (e.g., used for other investment activity). In addition, depreciation and amortization expense, because of historical cost accounting and useful life estimates, may distort operating performance measures at the property level. NOI presented by the Company may not be comparable to NOI reported by other REITs or real estate companies that define NOI differently. 40 Table of Contents The Company’s internal reporting utilizes its share of NOI, which includes its share of NOI from consolidated and unconsolidated joint ventures, which is a non-GAAP financial measure that is calculated as the consolidated amount, plus the Company’s share of the amount from the Company’s unconsolidated joint ventures (calculated based upon the Company’s economic percentage ownership interest and, in some cases, after priority allocations), less the Company’s partners’ share of the amount from the Company’s consolidated joint ventures (calculated based upon the partners’ economic percentage ownership interests and, in some cases, after priority allocations, income allocation to private REIT shareholders and their share of fees due to the Company). The Company’s share of NOI from unconsolidated joint ventures, as defined above, also does not include its share of loss from early extinguishment of debt, unrealized gain (loss) on derivative instruments, gain on sale / consolidation, gain on investment, and impairment losses on investments, all of which are included within Income (Loss) from Unconsolidated Joint Ventures in the Company’s Consolidated Statements of Operations. Management utilizes its share of NOI in assessing its performance as the Company has several significant joint ventures and, in some cases, the Company exercises significant influence over, but does not control, the joint venture, in which case GAAP requires that the Company account for the joint venture entity using the equity method of accounting and the Company does not consolidate it for financial reporting purposes. In other cases, GAAP requires that the Company consolidate the venture even though the Company’s partner(s) owns a significant percentage interest. As a result, the presentations of the Company’s share of NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, the Company’s financial information presented in accordance with GAAP. Asset information by segment is not reported because the Company does not use this measure to assess performance. Therefore, depreciation and amortization expense is not allocated among segments. Interest expense, impairment loss, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts, corporate general and administrative expense, unrealized gain (loss) on non-real estate investment, gains (losses) from investments in securities, interest and other income (loss), gains on sales of real estate, income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue are not included in NOI and are provided as reconciling items to the Company’s reconciliations of its share of NOI to net income. The Company’s segments are based on the Company’s method of internal reporting which classifies its operations by geographic area. The Company’s segments by geographic area are Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC. The Company also presents information for each segment by property type, including Office (which includes office, life sciences and retail), Residential and Hotel. 41 Table of Contents Information by geographic area and property type (dollars in thousands): For the three months ended September 30, 2024: Boston Los Angeles New York San Francisco Seattle Washington, DC Total Rental Revenue: (1) Office $ 300,613 $ 18,661 $ 258,295 $ 128,929 $ 10,821 $ 104,290 $ 821,609 Residential 4,219 — — 3,152 — 4,746 12,117 Hotel 15,082 — — — — — 15,082 Total 319,914 18,661 258,295 132,081 10,821 109,036 848,808 % of Grand Totals 37.69 % 2.20 % 30.43 % 15.56 % 1.27 % 12.85 % 100.00 % Rental Expenses: Office 107,876 7,344 111,419 52,410 3,382 39,478 321,909 Residential 1,621 — — 2,346 — 2,021 5,988 Hotel 9,833 — — — — — 9,833 Total 119,330 7,344 111,419 54,756 3,382 41,499 337,730 % of Grand Totals 35.34 % 2.17 % 32.99 % 16.21 % 1.00 % 12.29 % 100.00 % Net operating income $ 200,584 $ 11,317 $ 146,876 $ 77,325 $ 7,439 $ 67,537 $ 511,078 % of Grand Totals 39.25 % 2.21 % 28.74 % 15.13 % 1.46 % 13.21 % 100.00 % Less: Net operating income attributable to noncontrolling interests in property partnerships ( 10,823 ) — ( 33,664 ) — — — ( 44,487 ) Add: Company’s share of net operating income from unconsolidated joint ventures 9,099 6,835 3,472 4,285 1,899 6,329 31,919 Company’s share of net operating income $ 198,860 $ 18,152 $ 116,684 $ 81,610 $ 9,338 $ 73,866 $ 498,510 % of Grand Totals 39.89 % 3.64 % 23.41 % 16.37 % 1.87 % 14.82 % 100.00 % _______________ (1) Rental Revenue is equal to Total Revenue per the Company’s Consolidated Statements of Operations, less Development and Management Services Revenue and Direct Reimbursements of Payroll and Related Costs from Management Services Contracts Revenue per the Consolidated Statements of Operations. 42 Table of Contents For the three months ended September 30, 2023: Boston Los Angeles New York San Francisco Seattle Washington, DC Total Rental Revenue: (1) Office $ 276,153 $ — $ 268,680 $ 135,839 $ 13,660 $ 91,488 $ 785,820 Residential 4,198 — — 3,214 — 4,377 11,789 Hotel 13,484 — — — — — 13,484 Total 293,835 — 268,680 139,053 13,660 95,865 811,093 % of Grand Totals 36.23 % — % 33.13 % 17.14 % 1.68 % 11.82 % 100.00 % Rental Expenses: Office 97,358 — 107,462 50,450 2,971 36,213 294,454 Residential 1,629 — — 2,221 — 1,888 5,738 Hotel 9,020 — — — — — 9,020 Total 108,007 — 107,462 52,671 2,971 38,101 309,212 % of Grand Totals 34.94 % — % 34.75 % 17.03 % 0.96 % 12.32 % 100.00 % Net operating income $ 185,828 $ — $ 161,218 $ 86,382 $ 10,689 $ 57,764 $ 501,881 % of Grand Totals 37.03 % — % 32.12 % 17.21 % 2.13 % 11.51 % 100.00 % Less: Net operating income attributable to noncontrolling interests in property partnerships ( 11,786 ) — ( 38,261 ) — — — ( 50,047 ) Add: Company’s share of net operating income from unconsolidated joint ventures 7,946 12,508 3,938 4,023 1,874 8,876 39,165 Company’s share of net operating income $ 181,988 $ 12,508 $ 126,895 $ 90,405 $ 12,563 $ 66,640 $ 490,999 % of Grand Totals 37.07 % 2.55 % 25.84 % 18.41 % 2.56 % 13.57 % 100.00 % _______________ (1) Rental Revenue is equal to Total Revenue per the Company’s Consolidated Statements of Operations, less Development and Management Services Revenue and Direct Reimbursements of Payroll and Related Costs from Management Services Contracts Revenue per the Consolidated Statements of Operations. 43 Table of Contents For the nine months ended September 30, 2024: Boston Los Angeles New York San Francisco Seattle Washington, DC Total Rental Revenue: (1) Office $ 866,431 $ 57,534 $ 780,909 $ 393,252 $ 32,251 $ 312,298 $ 2,442,675 Residential 12,687 — — 10,428 — 13,912 37,027 Hotel 38,080 — — — — — 38,080 Total 917,198 57,534 780,909 403,680 32,251 326,210 2,517,782 % of Grand Totals 36.42 % 2.29 % 31.02 % 16.03 % 1.28 % 12.96 % 100.00 % Rental Expenses: Office 321,955 20,678 327,376 148,020 9,753 118,285 946,067 Residential 4,757 — — 6,733 — 5,923 17,413 Hotel 25,687 — — — — — 25,687 Total 352,399 20,678 327,376 154,753 9,753 124,208 989,167 % of Grand Totals 35.62 % 2.09 % 33.10 % 15.64 % 0.99 % 12.56 % 100.00 % Net operating income $ 564,799 $ 36,856 $ 453,533 $ 248,927 $ 22,498 $ 202,002 $ 1,528,615 % of Grand Totals 36.96 % 2.41 % 29.67 % 16.28 % 1.47 % 13.21 % 100.00 % Less: Net operating income attributable to noncontrolling interests in property partnerships ( 32,803 ) — ( 105,645 ) — — — ( 138,448 ) Add: Company’s share of net operating income from unconsolidated joint ventures 26,547 21,118 12,614 13,850 5,713 19,094 98,936 Company’s share of net operating income $ 558,543 $ 57,974 $ 360,502 $ 262,777 $ 28,211 $ 221,096 $ 1,489,103 % of Grand Totals 37.51 % 3.89 % 24.21 % 17.65 % 1.89 % 14.85 % 100.00 % _______________ (1) Rental Revenue is equal to Total Revenue per the Company’s Consolidated Statements of Operations, less Development and Management Services Revenue and Direct Reimbursements of Payroll and Related Costs from Management Services Contracts Revenue per the Consolidated Statements of Operations. 44 Table of Contents For the nine months ended September 30, 2023: Boston Los Angeles New York San Francisco Seattle Washington, DC Total Rental Revenue: (1) Office $ 815,568 $ — $ 789,851 $ 408,173 $ 44,978 $ 272,872 $ 2,331,442 Residential 12,371 — — 10,720 — 12,677 35,768 Hotel 35,554 — — — — — 35,554 Total 863,493 — 789,851 418,893 44,978 285,549 2,402,764 % of Grand Totals 35.95 % — % 32.87 % 17.43 % 1.87 % 11.88 % 100.00 % Rental Expenses: Office 293,004 — 312,895 144,732 9,013 105,908 865,552 Residential 4,782 — — 6,609 — 5,593 16,984 Hotel 23,852 — — — — — 23,852 Total 321,638 — 312,895 151,341 9,013 111,501 906,388 % of Grand Totals 35.49 % — % 34.52 % 16.70 % 0.99 % 12.30 % 100.00 % Net operating income $ 541,855 $ — $ 476,956 $ 267,552 $ 35,965 $ 174,048 $ 1,496,376 % of Grand Totals 36.22 % — % 31.87 % 17.88 % 2.40 % 11.63 % 100.00 % Less: Net operating income attributable to noncontrolling interests in property partnerships ( 33,946 ) — ( 111,156 ) — — — ( 145,102 ) Add: Company’s share of net operating income from unconsolidated joint ventures 25,294 38,501 10,951 10,819 5,598 31,012 122,175 Company’s share of net operating income $ 533,203 $ 38,501 $ 376,751 $ 278,371 $ 41,563 $ 205,060 $ 1,473,449 % of Grand Totals 36.19 % 2.61 % 25.57 % 18.89 % 2.82 % 13.92 % 100.00 % _______________ (1) Rental Revenue is equal to Total Revenue per the Company’s Consolidated Statements of Operations, less Development and Management Services Revenue and Direct Reimbursements of Payroll and Related Costs from Management Services Contracts Revenue per the Consolidated Statements of Operations. 12. Earnings Per Share / Common Unit BXP The following table provides a reconciliation of both the net income (loss) attributable to BXP, Inc. and the number of common shares used in the computation of basic earnings per share (“EPS”), which is calculated by dividing net income (loss) attributable to BXP, Inc. by the weighted-average number of common shares outstanding during the period. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities. As such, unvested restricted common stock of BXP and BPLP’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities. Participating securities are included in the computation of basic EPS of BXP using the two-class method. Participating securities are included in the computation of diluted EPS of BXP using the if-converted method if the impact is dilutive. Because the 2012 OPP Units and 2013 - 2021 MYLTIP Units required, and the 2022 - 2024 MYLTIP Units require, BXP to outperform certain performance thresholds, unless such thresholds have been met by the end of the applicable reporting period, BXP excludes such units from the diluted EPS calculation. Other potentially dilutive common shares, including stock options, restricted stock and other securities of BPLP that are exchangeable for BXP’s Common Stock, and the related impact on earnings, are considered when calculating diluted EPS. 45 Table of Contents Three months ended September 30, 2024 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except for per share amounts) Basic Earnings: Net income attributable to BXP, Inc. $ 83,628 157,725 $ 0.53 Effect of Dilutive Securities: Stock Based Compensation — 488 — Diluted Earnings: Net income attributable to BXP, Inc. $ 83,628 158,213 $ 0.53 Three months ended September 30, 2023 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except for per share amounts) Basic Earnings: Net income (loss) attributable to BXP, Inc. $ ( 111,826 ) 156,880 $ ( 0.71 ) Effect of Dilutive Securities: Stock Based Compensation — — — Diluted Earnings: Net income (loss) attributable to BXP, Inc. $ ( 111,826 ) 156,880 $ ( 0.71 ) Nine months ended September 30, 2024 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except for per share amounts) Basic Earnings: Net income attributable to BXP, Inc. common shareholders $ 243,126 157,250 $ 1.55 Effect of Dilutive Securities: Stock Based Compensation — 297 ( 0.01 ) Diluted Earnings: Net income attributable to BXP, Inc. common shareholders $ 243,126 157,547 $ 1.54 Nine months ended September 30, 2023 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except for per share amounts) Basic Earnings: Net income attributable to BXP, Inc. common shareholders $ 70,290 156,837 $ 0.45 Effect of Dilutive Securities: Stock Based Compensation — 340 — Diluted Earnings: Net income attributable to BXP, Inc. common shareholders $ 70,290 157,177 $ 0.45 46 Table of Contents BPLP The following table provides a reconciliation of both the net income (loss) attributable to Boston Properties Limited Partnership and the number of common units used in the computation of basic earnings per common unit, which is calculated by dividing net income (loss) attributable to Boston Properties Limited Partnership by the weighted-average number of common units outstanding during the period. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities. As such, unvested restricted common stock of BXP and BPLP’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities. Participating securities are included in the computation of basic earnings per common unit using the two-class method. Participating securities are included in the computation of diluted earnings per common unit using the if-converted method if the impact is dilutive. Because the 2012 OPP Units and 2013 - 2021 MYLTIP Units required, and the 2022 - 2024 MYLTIP Units require, BXP to outperform certain performance thresholds, unless such thresholds have been met by the end of the applicable reporting period, BPLP excludes such units from the diluted earnings per common unit calculation. Other potentially dilutive common units and the related impact on earnings are considered when calculating diluted earnings per common unit. Included in the number of units (the denominator) below are approximately 17,721,000 and 18,002,000 redeemable common units for the three months ended September 30, 2024 and 2023, respectively, and 18,119,000 and 17,928,000 redeemable common units for the nine months ended September 30, 2024 and 2023, respectively. Three months ended September 30, 2024 Income (Numerator) Units (Denominator) Per Unit Amount (in thousands, except for per unit amounts) Basic Earnings: Net income attributable to Boston Properties Limited Partnership $ 94,919 175,446 $ 0.54 Effect of Dilutive Securities: Stock Based Compensation — 488 — Diluted Earnings: Net income attributable to Boston Properties Limited Partnership $ 94,919 175,934 $ 0.54 Three months ended September 30, 2023 Income (Numerator) Units (Denominator) Per Unit Amount (in thousands, except for per unit amounts) Basic Earnings: Net income (loss) attributable to Boston Properties Limited Partnership $ ( 122,696 ) 174,882 $ ( 0.70 ) Effect of Dilutive Securities: Stock Based Compensation — — — Diluted Earnings: Net income (loss) attributable to Boston Properties Limited Partnership $ ( 122,696 ) 174,882 $ ( 0.70 ) 47 Table of Contents Nine months ended September 30, 2024 Income (Numerator) Units (Denominator) Per Unit Amount (in thousands, except for per unit amounts) Basic Earnings: Net income attributable to Boston Properties Limited Partnership common unitholders $ 276,826 175,369 $ 1.58 Effect of Dilutive Securities: Stock Based Compensation — 297 — Diluted Earnings: Net income attributable to Boston Properties Limited Partnership common unitholders $ 276,826 175,666 $ 1.58 Nine months ended September 30, 2023 Income (Numerator) Units (Denominator) Per Unit Amount (in thousands, except for per unit amounts) Basic Earnings: Net income attributable to Boston Properties Limited Partnership common unitholders $ 84,232 174,765 $ 0.48 Effect of Dilutive Securities: Stock Based Compensation — 340 — Diluted Earnings: Net income attributable to Boston Properties Limited Partnership common unitholders $ 84,232 175,105 $ 0.48 13. Stock Option and Incentive Plan On January 25, 2024, the Compensation Committee of BXP’s Board of Directors approved the grant of 2024 Multi-Year Long-Term Incentive Program (the “2024 MYLTIP”) awards under the Boston Properties, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) to certain executive officers of BXP. The 2024 MYLTIP awards consists of three components. Two of the components, each weighted 40%, utilize BXP’s TSR over a three-year measurement period as the performance metrics and the third component utilizes a leverage ratio as the performance metric. Earned awards will range from zero to a maximum of 330,479 LTIP Units depending on BXP’s performance under the three components, with a target of approximately 165,240 LTIP Units. Under ASC 718 “Compensation - Stock Compensation,” the 2024 MYLTIP awards have an aggregate value of approximately $ 11.1 million. On February 1, 2024, the measurement period for the Company’s 2021 MYLTIP awards ended and, based on BXP’s absolute and relative TSR performance, the final payout was determined to be 112 % of target, or an aggregate of approximately $ 12.6 million (after giving effect to employee separations). As a result, an aggregate of 155,625 2021 MYLTIP Units that had been previously granted were automatically forfeited. During the nine months ended September 30, 2024, BXP issued 83,316 shares of restricted common stock and BPLP issued 451,044 LTIP Units and 330,479 2024 MYLTIP Units to employees and non-employee directors under the 2021 Plan. Employees and non-employee directors paid $ 0.01 per share of restricted common stock and $ 0.25 per LTIP Unit and 2024 MYLTIP Unit. When issued, LTIP Units are not economically equivalent in value to a share of Common Stock, but over time can increase in value to one-for-one parity with Common Stock if there is sufficient appreciation in the value of the Company’s assets. The aggregate value of the LTIP Units is included in noncontrolling interests in the Consolidated Balance Sheets of BXP and BPLP. A substantial majority of the grants of restricted common stock and LTIP Units to employees vest in four equal annual installments. Restricted common stock is measured at fair value on the date of grant based on the number of shares granted and the closing price of BXP’s Common Stock on the date of grant as quoted on the New York Stock Exchange. Such value is recognized as an expense ratably over the corresponding employee service period. The shares of restricted common stock 48 Table of Contents granted during the nine months ended September 30, 2024 were valued at approximately $ 5.3 million. The LTIP Units granted were valued at approximately $ 26.7 million using a Monte Carlo simulation method model. Because the 2012 OPP Units and 2013 - 2024 MYLTIP Units are subject to both a service condition and a market condition, the Company recognizes the related compensation expense under the graded vesting attribution method. Under the graded vesting attribution method, each portion of the award that vests at a different date is accounted for as a separate award and recognized over the period appropriate to that portion so that the compensation cost for each portion should be recognized in full by the time that portion vests. The Company recognizes forfeitures as they occur on its awards of stock-based compensation. Dividends paid on both vested and unvested shares of restricted stock are charged directly to Dividends in Excess of Earnings in BXP, Inc.’s Consolidated Balance Sheets and Partners’ Capital in Boston Properties Limited Partnership’s Consolidated Balance Sheets. Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $ 4.0 million and $ 4.8 million for the three months ended September 30, 2024 and 2023, respectively, and $ 38.5 million and $ 45.7 million for the nine months ended September 30, 2024 and 2023, respectively. At September 30, 2024, there was (1) an aggregate of approximately $ 25.4 million of unrecognized compensation expense related to unvested restricted stock and LTIP Units and (2) an aggregate of approximately $( 40,000 ) of unrecognized compensation expense related to unvested 2022 - 2024 MYLTIP Units that is expected to be recognized over a weighted-average period of approximately 2.5 years. 14. Subsequent Events On October 5, 2024, the Company fully placed in-service 103 CityPoint, an approximately 113,000 net rentable square foot laboratory/life sciences project located in Waltham, Massachusetts. On October 8, 2024, the Company modified the mortgage loan collateralized by its Santa Monica Business Park properties located in Santa Monica, California. The mortgage loan had an outstanding principal balance of $ 200.0 million, bore interest at a variable rate equal to Daily Simple SOFR + 1.38 % per annum and was scheduled to mature on July 19, 2025 (See Note 6). The modified loan is scheduled to mature on October 8, 2028 and continues to bear interest at a variable rate equal to Daily Simple SOFR + 1.38 % per annum until July 19, 2025. Beginning July 19, 2025, the mortgage loan will bear interest at Daily Simple SOFR + 1.60 % per annum through the maturity date. The entire principal is subject to interest rate swap contracts to fix Daily Simple SOFR at a weighted-average fixed interest rate of approximately 2.675 % per annum through April 1, 2025 (See Note 7). The mortgage loan requires monthly interest-only payments during the term of the loan, with the entire principal due at maturity. Santa Monica Business Park is an office park consisting of 21 buildings totaling approximately 1.2 million net rentable square feet. On October 31, 2024, the Company completed and fully placed in-service 300 Binney Street, a laboratory/life sciences redevelopment project with approximately 236,000 net rentable square feet located in Cambridge, Massachusetts. The property is fully leased to a life sciences tenant. 49 Table of Contents